THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF MARCH 12,
2018 BY AND AMONG MICHAEL HERNANDEZ (THE "SUBORDINATED CREDITOR"), CYNERGISTEK,
INC., A DELAWARE CORPORATION (THE "COMPANY"), CTEK SECURITY, INC., A TEXAS
CORPORATION ("CTEK SECURITY"), CTEK SOLUTIONS, INC., A CALIFORNIA CORPORATION
("CTEK SOLUTIONS"), DELPHIIS, INC., A CALIFORNIA CORPORATION ("DELPHIIS"), EACH
OTHER GUARANTOR PARTY THERETO FROM TIME TO TIME (TOGETHER WITH THE COMPANY, CTEK
SECURITY, CTEK SOLUTIONS, DELPHIIS, AND EACH OTHER OBLIGOR OF THE SENIOR DEBT,
THE "DEBTORS"), AND BMO HARRIS BANK N.A., A NATIONAL BANKING ASSOCIATION (THE
"SENIOR LENDER"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY
PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 12, 2018 AMONG THE
COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, EACH OTHER GUARANTOR PARTY
THERETO FROM TIME TO TIME AND THE SENIOR LENDER, AS SUCH CREDIT AGREEMENT MAY BE
AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO
INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER SUCH AGREEMENT AS PERMITTED BY
THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS
ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AGREEMENT
SEPARATION AGREEMENT AND MUTUAL RELEASE
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Mutual Release") is entered
into as of this 12th day of March, 2018 (the "Effective Date"), by and among
CynergisTek, Inc., a Delaware corporation (f/k/a Auxilio, Inc., a Nevada
corporation) ("CynergisTek"), CTEK Security, Inc., a Texas corporation (f/k/a
CynergisTek, Inc.) ("CTEK", and together with CynergisTek, the "CynergisTek
Parties"), and Michael Hernandez (f/k/a Dr. Michael G. Mathews) ("Hernandez").
As used in this Mutual Release, "Party" shall mean either CynergisTek, CTEK or
Hernandez, and "Parties" shall mean the CynergisTek Parties and Hernandez.
RECITALS
WHEREAS, the Parties and Michael McMillan ("McMillan"), entered into a Stock
Purchase Agreement dated as of January 13, 2017, pursuant to which CynergisTek
(then known as Auxilio, Inc.) acquired all of the shares of common stock of CTEK
(then known as CynergisTek, Inc.) from Hernandez and McMillan (the "Stock
Purchase Agreement");
WHEREAS, in connection with the Stock Purchase Agreement, (i) CynergisTek and
Hernandez (then known as Dr. Michael G. Mathews) entered into an Executive
Employment
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Agreement dated as of January 13, 2017 (the "Employment Agreement"), (ii)
Hernandez, McMillan and CynergisTek entered into a Registration Rights Agreement
dated as of January 13, 2017 (the "Registration Rights Agreement"), (iii)
CynergisTek and Hernandez entered into a Promissory Note dated effective January
13, 2017 in the original principal amount of $4,500,000 (the "Hernandez Note"),
and (iv) Hernandez, McMillan, CynergisTek and AvidBank, a California banking
corporation ("AvidBank") entered into a Subordination Agreement dated as of
January 13, 2017 (the "AvidBank Subordination Agreement") (the Stock Purchase
Agreement, Employment Agreement, Registration Rights Agreement and Hernandez
Note, collectively, the "Agreements");
WHEREAS, the Parties have agreed to terminate Hernandez' employment with
CynergisTek and the Employment Agreement on the terms set forth herein and