8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2020 (November 9, 2020)

OBLONG, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of Incorporation or organization)	001-35376 (Commission File Number)	77-0312442 (IRS Employer Identification No.)
25587 Conifer Road, Suite 105-231 Conifer, Colorado 80433 (Address of principal executive offices, zip code)
(303) 640-3838 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	OBLG	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On November 16, 2020, Oblong, Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results for the three and nine months ended September 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, and regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2020, the Company announced that Mr. John Underkoffler had ceased serving in the role of Chief Technology Officer effective as of May 1, 2020.On November 9, 2020, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Underkoffler to aid in Mr. Underkoffler’s transition from the Company. Pursuant to the Separation Agreement, among other things (i) the Company agreed to make certain severance payments to Mr. Underkoffler, (ii) Mr. Underkoffler executed a customary release of claims and proprietary information and inventions agreement, and (iii) Mr. Underkoffler resigned as a director of the Company effective as of November 9, 2020.Mr. Underkoffler’s resignation was not a result of any disagreement with the Company regarding any matter relating to its operations, policies or practices.

The above description of the Separation Agreement and the transactions contemplated thereby is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 16, 2020, the Company issued the press release described in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Separation Agreement, by and among Oblong, Inc., certain of its subsidiaries, and John Underkoffler, dated November 9, 2020
99.1	Press release of Oblong, Inc. dated November 16, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OBLONG, INC.

Date: November 16, 2020By:/s/ Peter Holst

Name: Peter Holst

Title: President & CEO

EX-99.1

EXHIBIT 99.1

Oblong Reports 16% Sequential Revenue Growth for the Third Quarter of 2020

Sales of Mezzanine Products Increase 202% Sequentially to $1.1 Million

Gross Margin Improves Sequentially from 40% to 51%

November 16, 2020 -- (BUSINESS WIRE) Oblong, Inc. (NYSE American: OBLG) ("Oblong" or the "Company"), the award-winning maker of multi-stream collaboration solutions, today announced financial results for the three and nine months ended September 30, 2020.

Financial Highlights

•Revenue of $3.3 million for the third quarter of 2020, compared to $2.4 million for the third quarter of 2019 and compared sequentially to $2.8 million for the second quarter of 2020.

•Gross profit margin of 51% for the third quarter of 2020, compared to 33% for the third quarter of 2019 and compared sequentially to 40% in the second quarter of 2020.

•Net loss of $2.1 million for the third quarter of 2020, compared to a net loss of $0.6 million for the third quarter of 2019 and compared sequentially to a net loss of $3.4 million in the second quarter of 2020.

•Adjusted EBITDA (“AEBITDA”) loss of $1.0 million for the third quarter of 2020, compared to an AEBITDA loss of $0.1 million for the third quarter of 2019 and compared sequentially to an AEBITDA loss of $2.0 million for the second quarter of 2020. AEBITDA loss is a non-GAAP financial measure. See “Non-GAAP Financial Information” below for additional information regarding this non-GAAP financial measure, and “GAAP to Non-GAAP Reconciliation” later in this release for a reconciliation of this non-GAAP financial measure to net loss.

•Cash balance of $2.7 million as of September 30, 2020.

•Subsequent to the end of the third quarter of 2020, in October 2020, the Company: (i) completed a private placement of common stock for gross proceeds of $3.0 million, and (ii) completed an agreement with Silicon Valley Bank ("SVB") satisfying all outstanding obligations under the Loan Agreement with SVB, totaling $5.6 million, in exchange for a one-time cash payment of $2.5 million.

“Our new Mezzanine™ pricing structure, which was implemented at the end of our second quarter, has been a catalyst to more than a three-fold sequential increase in Mezzanine product sales, and an 11% sequential improvement in gross margin, demonstrating strong demand and increasing operating leverage in the business,” commented Peter Holst, Chairman and CEO of Oblong. “We are targeting sequential growth in Mezzanine revenue in the fourth quarter, setting the stage for a strong 2021 as companies begin to implement a hybrid in-office/remote approach to working. The strong improvement in our gross margin, which includes a 63% gross margin specific to Mezzanine products, is encouraging, positioning us for sequential improvements in operating leverage and AEBITDA, as we continue to grow our revenue.”

“Further, we reduced our AEBITDA loss by 52% on a sequential basis, driven by the growth in revenue, expanded gross margins and the elimination of 27% of our general and administrative costs,” continued Mr. Holst. “Additionally, we continue to see our pipeline grow and are encouraged by the level of new business opportunities. We expect continued topline growth as we successfully convert our growing pipeline into revenue.”

“Oblong continues to innovate, bolstering its position as a collaboration leader,” added Holst. “We are breaking new ground in both user interaction and interface design, applying our human-centric design expertise and world-class engineering team to tackle the collaboration needs of a new and more digitally interactive workspace. This involves continually enhancing our products, with updated security and remote accessibility features, while simultaneously developing new cloud-based offerings to extend our Mezzanine™ platform beyond the physical workspace to support remote participants. We anticipate launching new solutions and feature sets in early 2021.”

Non-GAAP Financial Information

Adjusted EBITDA (“AEBITDA”) loss, a non-GAAP financial measure, is defined as net loss before depreciation and amortization, stock-based compensation, impairment charges, severance, merger expenses and interest and other expense, net. AEBITDA loss is not intended to replace operating loss, net loss, cash flow or other measures of financial performance reported in accordance with generally accepted accounting principles (GAAP). Rather, AEBITDA loss is an important measure used by management to assess the operating performance of the Company and to compare such performance between periods. AEBITDA loss as defined here may not be comparable to similarly titled measures reported by other companies due to differences in accounting policies. Therefore, AEBITDA loss should be considered in conjunction with net loss and other performance measures prepared in accordance with GAAP, such as operating loss or

cash flow provided by (used in) operating activities, and should not be considered in isolation or as a substitute for GAAP measures, such as net loss, operating loss or any other GAAP measure of liquidity or financial performance. A GAAP to non-GAAP reconciliation of net loss to AEBITDA loss is shown under “GAAP to Non-GAAP Reconciliation” later in this release.

About Oblong, Inc.

Oblong’s innovative and patented technologies change the way people work, create, and communicate. Oblong's flagship product Mezzanine™ is a remote meeting technology platform that offers simultaneous content sharing to achieve situational awareness for both in-room and remote collaborators. Oblong supplies Mezzanine systems to Fortune 500 enterprise customers and is a Cisco Solutions Plus integration partner. Learn more at www.oblong.com

Forward looking and cautionary statements

This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that Oblong assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Oblong’s actual results may differ materially from its expectations, estimates and projections, and consequently you

should not rely on these forward-looking statements as predictions of future events. Without limiting the generality of the foregoing, forward-looking statements contained in this press

release include statements relating to (i) the Company’s potential future growth and financial performance and (ii) the success of the Company's products and services. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2019 and in other filings made by the Company with the SEC from time to time, including the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020, filed with the SEC on November 16, 2020 (the “Quarterly Report”). Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and

disclaims any obligation to, correct, update, or revise any information contained herein. The Company’s consolidated financial results for the three and nine months ended September 30, 2019 do not reflect the financial results of its wholly owned subsidiary, Oblong Industries, Inc., as the Company’s acquisition of Oblong Industries closed on October 1, 2019. Please see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Oblong’s Results of Operations” in the Quarterly Report for more information regarding the comparison of the Company’s financial results between periods.

Investor Relations Contact:

Brett Maas

Hayden IR, LLC

brett@haydenir.com

646-536-7331

OBLONG, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands) (September 30, 2020 Unaudited)

	September 30, 2020		December 31, 2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	2,670	$	4,602
Accounts receivable, net	2,207		2,543
Inventory	1,126		1,816
Prepaid expenses and other current assets	725		965
Total current assets	6,728		9,926
Property and equipment, net	641		1,316
Goodwill	7,366		7,907
Intangibles, net	10,737		12,572
Operating lease - right of use asset, net	1,665		3,117
Other assets	105		71
Total assets	$	27,242	$	34,909
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt, net of discount	$	4,942	$	2,664
Accounts payable	662		647
Accrued expenses and other current liabilities	1,489		1,752
Deferred revenue	1,973		1,901
Current portion of operating lease liabilities	907		1,294
Total current liabilities	9,973		8,258
Long-term liabilities:
Long-term debt, net of current portion and net of discount	3,035		2,843
Operating lease liabilities, net of current portion	889		2,020
Other long-term liabilities	—		3
Total long-term liabilities	3,924		4,866
Total liabilities	13,897		13,124
Total stockholders’ equity	13,345		21,785
Total liabilities and stockholders’ equity	$	27,242	$	34,909

OBLONG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) (Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenue	$	3,266	$	2,370	$	11,410	$	7,403
Cost of revenue (exclusive of depreciation and amortization)	1,612		1,582		5,684		4,901
Gross profit	1,654		788		5,726		2,502
Operating expenses:
Research and development	747		190		3,062		652
Sales and marketing	668		38		2,708		111
General and administrative	1,332		1,035		5,173		2,917
Impairment charges	117		20		667		473
Depreciation and amortization	780		145		2,392		461
Total operating expenses	3,644		1,428		14,002		4,614
Loss from operations	(1,990)		(640)		(8,276)		(2,112)
Interest and other expense, net	95		—		322		1
Net loss	(2,085)		(640)		(8,598)		(2,113)
Preferred stock dividends	4		4		12		23
Net loss attributable to common stockholders	$	(2,089)	$	(644)	$	(8,610)	$	(2,136)
Basic and diluted net loss per share	$	(0.40)	$	(0.12)	$	(1.64)	$	(0.42)

Q3 GAAP to Non-GAAP Reconciliation:

Net loss	$	(2,085)	$	(640)	$	(8,598)	$	(2,113)
Depreciation and amortization	780		145		2,392		461
Interest and other expense, net	102		—		322		1
Impairment charges	117		20		667		473
Merger expenses	—		255		—		429
Severance	21		72		536		72
Stock-based compensation	28		14		89		67
Adjusted EBITDA Loss	$	(1,037)	$	(134)	$	(4,592)	$	(610)

Q2 GAAP to Non-GAAP Reconciliation:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2020	2019	2020	2019
Net loss	$ (3,385)	$ (875)	$ (6,514)	$ (1,473)
Depreciation and amortization	796	157	1,612	316
Interest and other expense, net	85	1	227	1
Impairment charges	—	453	550	453
Merger expenses	—	(87)	—	174
Severance	475	—	515	—
Stock-based compensation	29	24	61	53
Adjusted EBITDA Loss	$ (2,000)	$ (327)	$ (3,549)	$ (476)

EX-10.1

EXHIBIT 10.1

November 9, 2020

John Underkoffler

_____________________

_____________________

Dear John:

This letter sets forth the terms of the Separation Agreement (the “Agreement”) that Oblong is offering to you to aid in your employment transition. Oblong, Inc. (“Parent”), Oblong Industries, Inc. (the “Company”) and their respective subsidiaries (collectively with Parent and Company, “Oblong”) and you are hereinafter referred to each individually as a “Party” and together as the “Parties”.

1.Separation. Your last day of work with the Company and your employment termination date was May 1, 2020 (the “Separation Date”). The Parties acknowledge and agree that your separation from the Company, and the termination of all of your employee and officer positions as set forth above, as well as positions as a director of any subsidiary of Oblong, were effective, without any further action by the Parties, or any of them, as of the Separation Date. The Parties further acknowledge and agree that by execution of this Agreement you hereby tender your resignation as a member of the Parent’s board of directors effective as of the date first set forth above, and that such resignation is not a result of any disagreement between you and the Parent, its management, board of directors or any committee of its board of directors.

2.Accrued Salary. On or about the Separation Date, the Company paid you all accrued wages earned through the Separation Date, subject to all required payroll deductions and withholdings. You were entitled to these payments regardless of whether or not you sign this Agreement.

3.Separation Pay.

(a)    If you sign this Agreement, return it by the deadline specified below, do not revoke the Agreement and comply with its terms, the Company will pay you, as separation pay, the sum of $100,000.00, less standard payroll deductions and withholdings, which amount shall be paid in a single lump sum within one (1) week following the Effective Date.

(b)    Any Stock Options held by you shall remain subject to the terms and conditions of any applicable agreements and/or award documents, as well as the governing plan documents.

4.Health Insurance. Your group health insurance ceased on the last day of the month in which your employment ended. At that time, you became eligible to continue your group health insurance benefits at your own expense, subject to the terms and conditions of the benefit plan, federal COBRA law, and, as applicable, state insurance laws. The Company will reimburse you for, or, at the Company’s election in its sole discretion, pay on your behalf, the cost of COBRA premiums for continuation of coverage for you and your eligible dependents under the Company’s then existing medical insurance plan for a period of twelve (12) months from the Separation Date (or if you are not eligible for such coverage under COBRA during any portion of such twelve (12) month period, then the Company shall pay you an amount equal to the premium which the Company would otherwise have been obligated to pay to provide COBRA coverage for you and your eligible dependents during such period) (the “COBRA Benefits”). All such COBRA Benefits for periods after the date hereof shall be payable on the first day of each month.

5.Tax Matters. The Company will withhold required federal, state, and local taxes from any and all payments contemplated by this Agreement. Other than the Company’s obligation and right to withhold, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including, but not limited to, those imposed under Internal Revenue Code Section 409A).

6.Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, benefits, or separation pay after the Separation Date. Thus, for any employee benefits sponsored by the Company or Parent not specifically referenced in this Agreement, you will be treated as a terminated employee effective on your Separation Date. This includes but is not limited to a 401(k) plan, life insurance, accidental death and dismemberment insurance, and short and long-term disability insurance.

7.Expense Reimbursement. You agree that you have submitted your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company has reimbursed you for these expenses pursuant to its regular business practice.

8.Return of Company Property. You agree to return to the Company all hard copy and electronic documents (and all copies thereof) and other Oblong property that you have had in your possession at any time, including, but not limited to, files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information (including email), tangible property (laptop computer, cell phone, PDA, etc.), credit cards, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of Oblong (and all reproductions thereof). If you discover after the Separation Date that you have retained any Oblong proprietary or confidential information, you agree immediately

upon discovery to contact the Company and make arrangements for returning the information.

9.Post-Employment Restrictions. You acknowledge your continuing obligations under the Proprietary Information and Inventions Agreement(s) executed by you, including the version executed by you on the date hereof (the “Proprietary Agreement”) which, among other things, prohibit disclosure and use of any confidential or proprietary information of the Company and solicitation of Company employees. A copy of the current-dated Proprietary Agreement is attached hereto as Exhibit A. You hereby affirm each of the provisions of that agreement and any previously executed Proprietary Agreement, including without limitation your grant of rights in inventions as contemplated thereby. You acknowledge that the amounts payable under this Agreement constitute the entire consideration for your execution and performance of the current-dated Proprietary Agreement.

10.Confidentiality; Reservation of Rights. The existence of this Agreement and its provisions will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever; provided, however, that you may disclose this Agreement in confidence: (a) to your spouse or partner; (b) to your attorney, accountant, auditor, tax preparer, and financial advisor, provided that such individuals first agree that they will treat such information as strictly confidential and that you agree to be responsible for any disclosure by any such individual as if you had made the disclosure; and (c) as necessary to enforce its terms or as otherwise required by law. You agree not to disclose the terms of this Agreement to any current or former Company employee. Nothing in this Agreement shall prohibit you from: (i) making truthful statements or disclosing Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court or competent jurisdiction or an authorized government agency, (ii) cooperating with or participating in any investigation by a governmental agency, (iii) reporting possible violations of federal or state law or regulation to any governmental agency or entity (including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, Members of Congress, and any agency Inspector General), or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, and you do not need the prior authorization of Parent or the Company to make any such reports or disclosures and you are not required to notify Parent or the Company that you have made such reports or disclosures, (iv) disclosing factual information related to claims of sexual assault or harassment or discrimination, including retaliation for reporting sexual harassment or discrimination (if any), or (v) testifying in any administrative, legislative, or judicial proceeding where such testimony was required by the court, administrative agency, or legislative body, regarding criminal conduct or sexual harassment on the part of any Released Party (if any). In addition, as set forth in 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in

confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and is made solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

11.Nondisparagement. You agree not to disparage Parent, the Company, and their respective officers, directors, stockholders, employees, or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation, and Parent and the Company agree not to disparage you in any manner likely to be harmful to your business or personal reputation; provided, however, that statements which are made in good faith in response to any question, inquiry, or request for information required by legal process shall not violate this paragraph. Nothing in this restriction is intended to limit any person from giving honest statements before an administrative agency investigating an alleged violation of discrimination laws.

12.Release of All Claims. Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge Parent, the Company, TriNet Group, Inc., and their respective current and former stockholders, affiliates, directors, officers, agents, administrators, servants, employees, attorneys, successors, parent, subsidiaries, successors and assigns (the “Released Party” or “Released Parties”), of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts, omissions, or conduct at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (i) claims and demands arising out of or in any way connected with your employment with the Company or your service as an officer or director of Parent, the Company or their subsidiaries, or the termination thereof; (ii) claims and demands related to your compensation or benefits with Oblong and the Company, including but not limited to, wages, salary, bonuses, commissions, vacation pay, fringe benefits, expense reimbursements, incentive pay, severance pay, or any other form of compensation; (iii) claims and demands pursuant to any federal, state or local law, statute, or cause of action including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees or other claim arising under the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the federal Family Medical Leave Act, as amended; the federal Worker Adjustment and Retraining Notification Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; California Fair Employment and Housing Act (Cal. Gov’t Code §12900 et seq.); California Family Rights Act (Cal. Gov. Code §12945.2); California Spousal Military Leave Law (Cal. Mil. & Vet. Code §395.10); California WARN Act (Cal. Lab. Code §1400 et seq.) as amended; (iv) all tort claims, including without limitation, claims for fraud, defamation, emotional distress, intellectual property misappropriation, infringement, and other violations, and discharge in violation of public policy; (v) all claims and demands arising out of or relating to any

works of authorship, inventions, trade secrets, or other intellectual property or technology developed by you prior to the date you sign this Agreement; and (vi) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, including claims arising out of an Employment Agreement, sales commission plan or incentive compensation plan applicable to your employment with the Company. To the extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or any unfair competition law of any jurisdiction.

Excluded from this Agreement are (i) any claims which by law cannot be waived in a private agreement between an employer and employee, (ii) any rights to continuing indemnification under the charter documents of Oblong, under any directors’ and officers’ liability insurance policy maintained by Oblong or under any indemnification agreement to which you and Oblong are parties, and (iii) any rights as a stockholder of Parent arising after the date hereof. Moreover, this Release does not prohibit you from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or equivalent state agency in your state or participating in an EEOC or state agency investigation. You do agree to waive your right to monetary or other recovery should any claim be pursued with the EEOC, state agency, or any other federal, state or local administrative agency your behalf arising out of or related to your employment with and/or separation from the Company.

13.ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release herein is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to executing this Agreement (and you have obtained and considered such legal counsel as you deem necessary); (c) you have up to twenty-one (21) days from the date of this Agreement to execute this Agreement (although you may choose to voluntarily execute this Agreement earlier); (d) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Agreement is executed by you, provided that the Company has also executed this Agreement by that date (“Effective Date”); and (f) by signing this Agreement, you are doing so freely, knowingly, and voluntarily.

Any revocation under this Section must be submitted, in writing, to Pete Holst, Chief Executive Officer of Oblong, Inc., at 25587 Conifer Road, Suite 105-231, Conifer, Colorado 80433.

14.No Actions or Claims. You represent that you have not filed any charges, complaints, grievances, arbitrations, lawsuits, or claims against Parent or the Company, with any

local, state or federal agency, union or court from the beginning of time to the date of execution of this Agreement and that you will not do so at any time hereafter, based upon events occurring prior to the date of execution of this Agreement. In the event any agency, union, or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any legal proceeding on your behalf, you will ask any such agency, union, or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice.

15.Waiver. In granting the release herein, you understand that this Agreement includes a release of all claims known or unknown. In giving this release, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Released Parties.

16.Employment Rights. You hereby waive any and all rights to employment or re- employment with Parent, the Company or any successor or affiliated organization (“Related Entity”). You agree that Parent, the Company and the Related Entities have no obligation, contractual or otherwise, to employ or re-employ you, now or in the future, either directly or indirectly, on a full-time, part-time, or temporary basis, including, but not limited to, utilizing your services as a temporary employee, worker, or contractor through any temporary service providers, vendors, or agencies.

17.Acknowledgements and Representations. You acknowledge and represent that you have not suffered any discrimination or harassment by any of the Released Parties on account of your race, gender, national origin, religion, marital or registered domestic partner status, sexual orientation, age, disability, medical condition, or any other characteristic protected by law. You acknowledge and represent that you have not been denied any leave, benefits or rights to which you may have been entitled under the FMLA or any other federal or state law, and that you have not suffered any job-related wrongs or injuries for which you might still be entitled to compensation or relief. You further acknowledge and represent that, except as expressly provided in this Agreement, you have been paid all wages, bonuses, compensation, benefits and other amounts that any of the Released Parties have ever owed to you, and you understand that you will not receive any additional compensation, severance, or benefits after the Separation Date, with the exception of any vested right you may have under the terms of a written ERISA-qualified benefit plan.

18.Future Cooperation; No Aiding Others. You agree to sign any documents and do anything else that is reasonably necessary in the future to implement this Agreement. If

requested by the Company, you agree to make yourself available and cooperate with the Company and its counsel in connection with any claim, dispute, negotiation, investigation, administrative proceeding or litigation involving the Company. The Company shall promptly reimburse you for reasonable, out-of-pocket expenses associated with such cooperation. You further agree that you will not encourage any person or entity, including but not limited to any current or former employee, officer, director or equity holder of the Company, to institute any claim against any Released Party, except as expressly required by legally enforceable order, law or administrative policy. You understand that this provision is a material term under this Agreement, even after the consideration under this Agreement has been paid.

19.Miscellaneous. This Agreement, including the exhibits hereto, constitutes the complete, final, and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties, or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors, and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors, and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California.

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If this Agreement is acceptable to you, please sign below and return the original to me no later than November 9, 2020.

READ CAREFULLY BEFORE SIGNING

You acknowledge and agree that you have fully read, understand, and voluntarily enter into this Agreement. You further acknowledge and agree that you have had an opportunity to ask questions and consult with an attorney of your choice before signing this Agreement. You further acknowledge and agree that you are receiving valuable consideration in exchange for your execution of this Agreement that you would not otherwise be entitled to receive. You further acknowledge that your signature below is an agreement to release the Company from any and all claims that can be released as a matter of law. If you choose to revoke this Agreement, you have seven days following your signature on the Agreement to do so, and must notify the Company, in writing of such revocation, in the manner provided in Section 13.

DO NOT SIGN THIS AGREEMENT BEFORE THE SEPARATION DATE.

I wish you good luck in your future endeavors.

Sincerely,

/s/ Peter Holst                

Peter Holst

CEO

Agreed:

/s/ John Underkoffler            

John Underkoffler