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                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 1 of 12   May 27, 2022    Joseph Liner  10531 E. Salt Bush Dr.  Scottsdale, AZ 85255  Joeyliner77@gmail.com    RE: Separation Waiver and Release    Dear Joey,    This letter agreement (“Agreement”) formalizes our understanding with you  (“Employee”) regarding the separation of your employment with Digital Media Solutions, Inc.,  and its parents, subsidiaries, and affiliates (collectively, the “Company”).  This Agreement also  amends certain provisions of your equity compensation agreements with the Company described  in Exhibit A attached hereto (the “Equity Compensation Agreements”).  Certain capitalized terms  used herein are defined on Exhibit A or within the Equity Compensation Agreements.  1. The Company and Employee agree that Employee’s last day of active employment with  the Company shall be May 31, 2022 (the “Separation Date”) and you will be paid for  services (including any commissions earned) through the Separation Date in accordance  with the Company’s normal payroll practices. Beginning on June 1, 2022, you will begin  providing services to the Company as a consultant provided that the parties agree on the  terms of a separate Consulting Services Agreement (the “Consulting Agreement”),  pursuant to which Company intends to pay Employee $15,000, $10,000, and $10,000 for  certain consulting services to be agreed upon in June, 2022, July, 2022, and August, 2022,  respectfully.   2. You will continue to receive DMS health/dental/vision benefits through August 31, 2022  at no cost to you. As of September 1, 2022, you may elect coverage in COBRA if you wish  to do so.   3. Notwithstanding anything to the contrary contained in the 2020 RSU Agreement or the  Plan (as that term is defined in the 2020 RSU Agreement), you will receive full vesting of  the RSUs (as that term is defined in the 2020 RSU Agreement) that are scheduled to vest  on July 16, 2022, and all such vested RSUs shall be settled by the issuance to you  of  Class A common stock, par value U.S. $0.001 per share, of the Company, not later than  July 31, 2022. Notwithstanding anything to the contrary contained in the 2021 RSU  Agreement or the Plan (as that term is defined in the 2021 RSU Agreement), you will  receive full vesting of the RSUs (as that term is defined in the 2021 RSU Agreement) that  are scheduled to vest on August 19, 2022, and all such vested RSUs shall be settled by the  issuance to you of  Class A common stock, par value U.S. $0.001 per share, of the  Company, not later than August 31, 2022.  . 





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 2 of 12 4. Nothing contained in this Agreement shall affect your interest in or any rights you have in  the Company’s 401K Plan.   5. The payments and promises set forth in this Agreement are in full satisfaction of all accrued  salary, vacation pay, bonus and commission pay, profit-sharing, equity, separation benefits  or other compensation to which Employee may be entitled by virtue of Employee’s  employment with the Company or Employee’s separation from the Company. To the fullest  extent permitted by law, except for the Company’s obligations under this Agreement,  Employee forever waives, releases, discharges and indemnifies Company and its owners,  agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries,  affiliates, successors and assigns (collectively, “Releasees”), from any and all claims,  demands, causes of action, fees and liabilities of any kind whatsoever based upon any legal  or equitable theory, whether contractual, tort, common-law, statutory, decisional, federal,  state, local or otherwise Employee ever had, has or may have, whether known or not  known, against Releasees by reason of any actual or alleged act, omission, transaction,  practice, conduct or occurrence, including but not limited to, any and all claims arising  under: (i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Americans with  Disabilities Act, as amended; (iii) the Employee Retirement Income Security Act of 1974,  as amended (“ERISA”); (iv) any laws and/or regulations relating to employment or  employment discrimination, including, without limitation, claims based on age or under  the Age Discrimination in Employment Act, as amended, or the Older Workers Benefit  Protection Act; (v) the Worker Adjustment and Retraining and Notification Act; (vi) any  applicable civil rights law; (vii) alleged discrimination or retaliation in employment; (viii)  any employment laws, including, but not limited to, claims of unlawful discharge, breach  of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public  policy, defamation, physical injury, emotional distress, claims for additional compensation  or benefits arising out of Employee’s employment or Employee’s separation of  employment, the terms and conditions of Employee’s employment with the Company, the  separation of such employment, and/or any of the circumstances or events relating directly  or indirectly to, or surrounding such separation; and (ix) any law (statutory or decisional)  providing for attorneys’ fees, litigation costs or disbursements. Employee also waives their  right to any relief available under any of the above.  6. The Employee agrees that he has not and will not engage in any conduct that is injurious  to the Company’s reputation or interest, including but not limited to (i) divulging,  communicating, or in any way making use of any Confidential Information (as defined in  Paragraph 10 below) acquired in the performance of his duties at the Company except for  the benefit of the Company, as to be authorized in and governed by the Consulting  Agreement; and (ii) publicly or privately disparaging (or inducing or encouraging others  to publicly or privately disparage) or defaming the integrity of the Company or that may  reasonably be expected to damage the business, image or reputation of the Company or its  products, services, agents, representatives, directors, officers, shareholders, attorneys,  employees, vendors, affiliates, successors or assigns, or any person acting by, through,  under or in concert with any of them, with any written, electronic, or oral statement. The  Company agrees to not publicly or privately disparage (or induce or encourage others to  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 3 of 12 publicly or privately disparage) or defame the integrity of the Employee or the business,  image or reputation of the Employee or his services with any written, electronic, or oral  statement. For the avoidance of doubt, Employee engaging in any act not prohibited by  Paragraph 7 shall not be a breach of this Paragraph 6.   7. Regarding the Equity Compensation Agreements, Company and Employee hereby agree  to the following amendments thereto, as set forth below:  (a) Section 6(d) of the 2020 RSU Agreement, Section 6(d) of the 2021 RSU  Agreement, Section 7(d) of the 2020 Option Agreement, Section 7(d) of the 2021 Option  Agreement shall be deleted in their entirety and, in all cases, replaced with the following  language:    “(d)  Non-Competition. During the period of the Participant’s employment with  the Company or its Affiliates and the Restricted Period, the Participant shall  not, directly or indirectly, manage, operate, control or participate in the  management, operation or control of, or be employed by or provide services to, any  Competitive Business. Notwithstanding the foregoing, the Participant shall not be  prohibited from engaging in any Competitive Business if (i) such Competitive  Business also engages in lines of business that are separate, distinct and divisible  from the business of the Company or its Affiliates, (ii) the Participant does  not provide services, Confidential Information, or strategy to any division of  the Competitive Business engaged or preparing to engage in lines of business  or services engaged (during the period of the Employee’s employment with the  Company) by the Company or its Affiliates (including any natural person working  for, or providing services to, any such division), and (iii) the Participant does not  attend meetings where the business of the Company or its Affiliates is discussed  or where the Participant could, even inadvertently, disclose Confidential  Information of the Company or its Affiliates; provided, further, that the  Participant’s ownership of not more than 1% of any Competitive Business shall not  constitute a violation of this Section [6(d)][7(d)].  Notwithstanding anything to the  contrary contained in this Section [6(d)][7(d)], during the Restricted Period,  Participant may provide Permitted Consulting Services (as defined below), to  Competitive Businesses provided that (i) the provision of such services does not  breach Participant’s non-solicitation obligations contained in Section [6(f)][7(f)]  hereof and (ii) Permitted Consulting Services are not provided to the companies  listed in Annex 1 to this Agreement. As used herein, “Permitted Consulting  Services” means independent contractor consulting services (whether provided  directly or through an entity controlled by Participant) including, without  limitation, consulting third parties with respect to sales management, sales  coaching, lead management, lead buying, call center services, advisory board  advice, employee/independent contractor recruiting, and mergers and acquisitions.”    (b) Employee understands and agrees that he remains bound to Section 6(e) of the  2020 RSU Agreement, Section 6(e) of the 2021 RSU Agreement, Section 7(e) of the 2020  Option Agreement, and Section 7(e) of the 2021 Option Agreement.  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 4 of 12     (c) Section 6(f) of the 2020 RSU Agreement, Section 6(f) of the 2021 RSU Agreement,  Section 7(f) of the 2020 Option Agreement, Section 7(f) of the 2021 Option Agreement  shall be deleted in their entirety and, in all cases, replaced with the following language:                                     “(f) Customer Non-Solicitation. During the period of the Participant’s  employment with the Company or its Affiliates and the Restricted Period, the  Participant shall not, directly or indirectly, (a) encourage or solicit any customer,  supplier, licensee or other business relation or prospective customer, supplier,  licensee or other business relation of the Company or its Affiliates, in each case,  only to the extent that the Participant had contact with such customer, supplier,  licensee or other business relation in connection with the Participant’s  employment with the Company or its Affiliates, to cease doing business with or  reduce the amount of business conducted with the Company or its Affiliates or (b)  solicit any customer, supplier, licensee or other business relation of the Company  or any Affiliate of the Company which accounted for more than $4 million in  revenues to, or expenses of, the Company during 2021 without the prior written  approval of the Company, such approval not to be unreasonably withheld,  conditioned or delayed.”    (d) The definition of “Restricted Period” in the 2021 RSU Agreement and the 2021  Option Agreement is deleted and replaced with the following:    “[‘]Restricted Period[’] means the 12 month period following the date on which  the Participant’s employment with the Company or its Affiliates terminates for  any reason.”    (e) For the avoidance of doubt, the Company and Employee agree that the Employee’s  employment with the Company and its Affiliates will terminate on May 31, 2022 and,  accordingly, the Restricted Period, as defined in the Equity Compensation Agreements,  will terminate on May 31, 2023.  8. Employee acknowledges and agrees that the confidentiality provisions contained in the  2020 RSU Agreement, 2021 RSU Agreement, 2020 Option Agreement and 2021 Option  Agreement shall survive the Employee’s termination of employment as further described  therein.    9. During the term of employment, Employee may have had access to “Confidential  Information” which means unpublished and otherwise confidential information both of a  technical and non-technical nature, relating to terms of employment, terms of this  Agreement (except where disclosure is required by applicable law or is permitted by the  terms of this Agreement), customer service records, Company training materials, the  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 5 of 12 business of the Company or its clients, customers, vendors or other third parties, including  without limitation any of their actual or anticipated business, research or development, any  of their technology or the implementation or exploitation thereof, including without  limitation information Employee and others have collected, developed, obtained or created,  including works for hire, information pertaining to accounts, prices, materials, processes,  codes, material results, technology, system designs and specifications, intellectual  property, trade secrets, and equipment designs, including information disclosed to the  Company by others under agreements to hold such information confidential. Furthermore,  Employee agrees that the terms of this Agreement constitutes Confidential Information  except where disclosure is required by applicable law or is permitted by this Agreement.   Employee is permitted to disclose the provisions of Paragraph 7 of this Agreement to any  client or prospective client of Employee (or of any entity controlled by Employee) provided  that such client or prospective client agrees to keep such provisions confidential).  Notwithstanding the foregoing, Confidential Information does not include any information  that is in the public domain or that comes into the public domain not as a result of a breach  by Employee of any of the terms of this Paragraph 9.  Employee agrees not to disclose or  use any Confidential Information for any purpose, including without limitation any  competitive purpose, unless authorized to do so by the Company in writing and except as  required by law or court order.    Pursuant to 18 U.S.C. § 1833(b), the Employee understands that the Employee will not be  held criminally or civilly liable under any federal or state trade secret law for the disclosure  of a trade secret of the Company or its Affiliates that (A) is made (i) in confidence to a  federal, state, or local government official, either directly or indirectly, or to the  Employee’s attorney, and (ii) solely for the purpose of reporting or investigating a  suspected violation of law, or (B) is made in a complaint or other document that is filed  under seal in a lawsuit or other proceeding. The Employee understands that if the Employee  files a lawsuit for retaliation by the Company or its Affiliates for reporting a suspected  violation of law, the Employee may disclose the trade secret to the Employee’s attorney  and use the trade secret information in the court proceeding if the Employee (Y) files any  document containing the trade secret under seal, and (Z) does not disclose the trade secret,  except pursuant to court order. Nothing in this Option Award Agreement, or any other  agreement with or policy of the Company or its Affiliates is intended to conflict with 18  U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly  allowed by such section; provided, further, that nothing in this Agreement or any other  agreement with or policy of the Company or its Affiliates shall prohibit or restrict the  Employee from (i) responding to a valid subpoena, court order or similar legal process;  provided, that, in the event of any such a required disclosure, the Employee must promptly  notify the Company in writing of the information the Employee is required to disclose and  to whom the Employee is requested to disclose such information so that the Company has  a reasonable opportunity to challenge the subpoena, court order or similar legal process, or  (ii) making any voluntary disclosure of information or documents concerning possible  violations of law to any governmental agency or legislative body, or any self-regulatory  organization, in each case, without advance notice to the Company. Nothing in this  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 6 of 12 Agreement or any other agreement with or policy of the Company or its Affiliates shall  restrict the Employee from speaking freely with law enforcement, the Equal Employment  Opportunity Commission, a state Division of Human Rights, a local commission on human  rights, or an attorney retained by the Employee.    Notwithstanding anything to the contrary contained in this Agreement or any other  agreement to which the Employee is a party, Employee may disclose Confidential  Information if necessary to enforce his rights under this Agreement.      The Employee acknowledges that he has or will return prior to ceasing to provide any  services to the Company all property, documents, materials, and any Confidential  Information in his possession or control belonging to the Company or containing  Confidential Information.   10. Employee will reasonably cooperate in connection with any investigation, administrative  proceeding or litigation relating to any matter in which Employee was involved while an  employee or of which Employee has knowledge and will give prompt notice to Company  of any subpoena or request requiring Employee to provide information and, to the extent  permitted by applicable law, will make no disclosure until the Company has had a  reasonable opportunity to contest such disclosure. In the event that the Employee is  required to participate in any investigation, administrative proceeding or litigation related  to any matter in which Employee was involved while an Employee, the Employee will be  compensated for Employee’s time at a reasonable hourly rate and will be reimbursed for  any reasonable out-of-pocket costs incurred in connection therewith, provided that such  costs are reviewed with the Company in advance of being incurred.    11. Notwithstanding anything to the contrary contained in this Agreement, nothing contained  in this Agreement shall supersede or limit any rights of Employee under Article VII of the  Bylaws of the Company as of the Separation Date (titled “Indemnification of Directors and  Officers”).  12. Other than claims with respect or related to the Company’s obligations under this  Agreement, to the fullest extent permitted by law, at no time subsequent to the execution  of this Agreement will Employee pursue, or cause or knowingly permit the prosecution, in  any state, federal or foreign court, or before any local, state, federal or foreign  administrative agency, or any other tribunal, any charge, claim or action of any kind, nature  and character whatsoever, known or unknown, which Employee may now have, have ever  had, or may in the future have against the Releasees, which is based in whole or in part on  any matter released pursuant to Paragraph 5 of this Agreement; provided, however, that  nothing in this Paragraph 12 shall prohibit Employee from filing a charge or complaint  with a government agency; provided further, however, Employee understands and agrees  that, by entering into this Agreement, other than with respect to the Company’s obligations  under this Agreement, Employee is releasing any and all individual claims for relief, and  is waiving Employee’s right to recover any damages or other equitable or injunctive relief  of any claim or suit brought by or through any federal, state, or local government agency  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 7 of 12 or other party with respect to any of the matters released pursuant to Paragraph 5 of this  Agreement. Nothing in this Paragraph 12 shall prohibit or impair Employee or the  Company from complying with all applicable laws, nor shall this Agreement be construed  to obligate either party to commit (or aid or abet in the commission of) any unlawful act.  13. This Agreement is not and shall not be construed or contended by Employee or otherwise  to be an admission or evidence of any wrongdoing or liability on the part of the Releasees,  their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders,  directors, employees, subsidiaries, affiliates, divisions, successors or assigns. The Parties  hereto agree and acknowledge that this Agreement shall not be interpreted to render  Employee to be a prevailing party for any purpose, including but not limited to, an award  of attorneys' fees. Employee is responsible for payment of any and all taxes applicable to  any settlement or severance monies received. In the event the Internal Revenue Service or  other taxing authority challenges the above allocation, the Parties agree to work together  cooperatively in connection with any such challenge. Employee shall be solely responsible  for paying all taxes and penalties owed by him and the Company shall be solely responsible  for payment of all taxes and monies owed by it.  14. The Employee acknowledges they have carefully read this Agreement, has had an  opportunity to consider the terms and consult an attorney and is signing this Agreement  voluntarily. This Agreement constitutes the entire agreement between Employee and the  Releasees with respect to the subject matter hereof and supersedes all prior negotiations  and agreements, whether written or oral, relating to such subject matter other than the  confidentiality and other agreements and obligations referred to in Paragraph 8 above.  Employee acknowledges that neither the Releasees nor their agents or attorneys have made  any promise, representation or warranty whatsoever, either express or implied, written or  oral, which is not contained in this Agreement for the purpose of inducing Employee to  execute this Agreement, and Employee acknowledges that Employee has executed this  Agreement in reliance only upon such promises, representations and warranties as are  contained herein. This Agreement is binding upon, and shall insure to the benefit of, the  parties and their respective heirs, executors, administrators, successors and assigns. This  Agreement may be executed in any number of counterparts, each of which shall constitute  an original and all of which together shall constitute one and the same instrument.  Execution of an email or facsimile copy shall have the same force and effect as execution  of an original. No amendment of any provision of this Agreement shall be valid unless the  same shall be in writing and signed by each of the parties hereto.  This Agreement, subject to the terms contained within, is effective upon execution. Should  any of the provisions of this Agreement be determined to be invalid by a court of competent  jurisdiction, the Parties agree that this shall not affect the enforceability of the other  provisions of the Agreement. In such case, the Parties shall renegotiate the invalidated  provision(s) in good faith to effectuate its/their purpose and to conform the provision(s) to  applicable law.  15. This Agreement shall be governed by, and construed and enforced in accordance with, the  laws of the State of Florida, without regard to the conflict of laws provisions thereof.  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 8 of 12 Except for any claim for injunctive relief arising out of a breach of a party’s obligations to  protect the other’s proprietary information, the parties shall attempt to resolve any and all  disputes, claims or controversy arising out of or related to the validity, enforceability,  interpretation, performance or breach of this Agreement, whether sounding in tort, contract,  statutory violation or otherwise, or involving the construction or application or any of the  terms, provisions, or conditions of this Agreement through mediation administered by the  American Arbitration Association (“AAA”) under its Commercial Mediation Procedures.  If, after 90 days from the date that a party has provided the other party written notice of a  dispute, claim or controversy that is subject to mediation under this Agreement, the dispute,  claim or controversy has not been resolved by mediation, then the parties agree to have  such dispute, claim or controversy settled by, and consent to the process of, arbitration  administered by the AAA in accordance with its Commercial Arbitration Rules in lieu of  litigation and in accordance with this Paragraph 15, with judgment on the award rendered  by the arbitrator(s) as final, binding and conclusive, and judgment on any award may be  entered in any court having competent jurisdiction. The arbitrator's decision shall be final,  binding, and conclusive. The location of any mediation or arbitration shall be in Pinellas  or Hillsborough County, Florida, and each party shall assume their own costs, including  attorney’s fees; provided, however, that any mediation may be attended via zoom or a  similar method; and provided further that any mediation or arbitration shall be before a  single arbitrator who shall be appointed as follows: the claimant shall appoint one neutral,  the respondent shall appoint one neutral, and the two party-appointed neutrals shall appoint  a neutral mediator or arbitrator who shall serve as the single mediator or arbitrator, all such  selections to be from the Roster of Neutrals of the AAA.  Subject to the terms of this  Agreement, actions to enforce the terms of this Agreement shall be submitted to the  exclusive jurisdiction of any state or federal court located in Hillsborough or Pinellas  County, Florida.  16. Employee acknowledges that this Agreement is in compliance with the Age Discrimination  in Employment Act and The Older Worker Benefit Protection Act and that the Releases  set forth in Paragraph 2 hereof shall be applicable, without limitation, to any claims brought  under these Acts. Employee further acknowledges and agrees that:  a. The Releases given by Employee are solely in exchange for the consideration set  forth in Paragraph 2 of this Agreement and such consideration is in addition to  anything of value which Employee received before entering this Agreement.   b. By entering this Agreement, Employee does not waive rights or claims that may  arise after the date this Agreement is executed or that may relate to the Consulting  Services Agreement.  c. Employee has been advised to consult an attorney before entering into this  Agreement, and that this provision of this Agreement satisfies the requirement of  the Age Discrimination in Employment Act and The Older Worker Benefit  Protection Act that he be so advised in writing.  d. Employee has had at least twenty-one (21) days from May __, 2022 within which  to consider this Agreement and this agreement shall not become effective or  





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 9 of 12 enforceable until after eleven (11) days have passed from the date it was signed by  the Employee. Employee can reject such agreement within such eleven (11) days.  If Employee were to reject this Agreement, he shall do so in writing and deliver  such by certified mail to Digital Media Solutions, Inc., Attn: Ayesha Whyte, 4800  140th Ave N., Suite 101, Clearwater, FL 33762. If Employee revokes this  Agreement and Release during this 11-day period, this Agreement becomes null  and void in its entirety.  17. The monies provided under this Agreement are intended to satisfy the separation pay  exception to the application of Section 409A of the Internal Revenue Code of 1986, as  amended, and the regulations and guidance promulgated thereunder (“Code Section  409A”). To the extent this Agreement becomes subject to Code Section 409A, it shall be  construed and modified, and monies paid hereunder, as the Company deems necessary or  appropriate to comply with Code Section 409A. In no event will the Company be required  to pay any taxes or penalties that may be incurred as a result of a violation of Code Section  409A and such amounts shall be the sole responsibility of Employee.  18. Employee acknowledges that he is signing this Agreement knowingly and voluntarily, that  he has read and understood all of the terms of this Agreement, and that he does not rely on  any representation or statement, written or oral, not set forth in this Agreement. Employee  further acknowledges and understands that he has accepted the consideration referenced in  this Agreement in full satisfaction of all claims and obligations of the Company to him  regarding any matter or incident up to the date he executes this Agreement and Employee  affirmatively intends to be legally bound thereby. Because Employee is not a recipient of  Medicare benefits as of the date of this release, no conditional payments have been made  by Medicare. Employee hereby agrees and acknowledges that he is not entitled to receive  any additional consideration or benefits from the Company, other than as expressly  provided for or as contemplated herein.    [signatures begin on next page]     





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 10 of 12   Accepted to and Agreed:    EMPLOYEE     By        _____________________________               Date ______________      Joseph Liner      DIGITAL MEDIA SOLUTIONS, LLC    By        _____________________________               Date ______________      Ayesha Whyte   Interim Chief Human Resources Officer      





 






                                              4800 140th Ave N             Suite 101                Clearwater, FL  33762  Page 11 of 12 EXHIBIT A      Non-Qualified Stock Option Award Agreement dated October 28, 2020 (the “2020 Option  Agreement”)    Non-Qualified Stock Option Award Agreement dated August 19, 2021 (the “2021 Option  Agreement”)    Restricted Share Unit Award Agreement dated October 28, 2020 (the “2020 RSU Agreement”)    Restricted Share Unit Award Agreement dated August 19, 2021 (the “2021 RSU Agreement”)