Common use of Executive Release Clause in Contracts

Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. The Executive, in exchange for ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL AND ANY OTHER PERSON CLAIMING BY, THROUGH OR UNDER THE EXECUTIVE (TOGETHER, THE “EXECUTIVE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the promises contained in this ReleaseCompany, on behalf of himselfits respective predecessors, his heirssuccessors and assigns and its respective past and present stockholders, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officialsmembers, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneysrepresentatives, subsidiariesprincipals, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, insurers and all persons acting by, through, under or in concert with them, either past or present attorneys (collectively together the “Released Party or Company Parties”), and each and all of them, ) from any and all chargesclaims, complaints, lawsuits, claimsdemands, liabilities, obligations, promises, agreements, controversies, injuriessuits, damages, actionslosses, expenses, attorneys’ fees, obligations or causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspectedCONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, actual or potentialand WHETHER OR NOT ACCRUED OR MATURED, which he now has, owns, any of them have or holds, or claims to may have, own, arising out of or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company any transaction, dealing, relationship, conduct, act or to the cessation of that employment relationship. Without limiting the aboveomission, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the United States ConstitutionCompany Parties based on, the California Constitutionrelating to or arising under wrongful discharge, the California Fair Employment and Housing Act breach of contract (California Government Code § 12940 et seq.whether oral or written), the California Family Rights Act tort, fraud (California Government Code § 12945.2, 19702.3 et seq.but excluding fraudulent inducement into signing this Release), California Government Code §11135defamation, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.)negligence, the California Labor Codepromissory estoppel, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132aretaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Equal Pay Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Section 409A of the Rehabilitation Act Internal Revenue Code or 1986, as amended (the “Code”) or any other applicable provisions of 1973the Code, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Actor any other federal, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral state or implied contracts, breach of any covenant, promise, or representation pertaining local law relating to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury discrimination in employment) arising out of or relating to the Executive’s employment by the Company or his services as an officer or employee of Executive and/or the cessation Company or any of its subsidiaries, or otherwise relating to the termination of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVERor the Agreement (collectively, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include ; provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under the Agreement that expressly survive termination of employment or by their terms are required to be or only those claims capable of being performed following the Date of Termination under the Agreement, (whether known ii) under the Company’s benefit plans and agreements that expressly survive termination of employment, including without limitation the Company’s equity incentive plans, (iii) in respect of the Executive’s services as an officer or unknowndirector of the Company or any of its subsidiaries, pursuant to any director and officer indemnification agreements or insurance policies, or the certificates of incorporation or by-laws (or like constitutive documents) which have arisen prior to of the execution Company or any of this Release. By executing this Agreement Executive is acknowledging that its subsidiaries [in effect as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled date hereof or as provided by law] or [(iv) insert at the time of termination a description of any other agreements with the execution of this AgreementCompany that expressly survive the Executive’s termination]. The Executive, but for any payments ON BEHALF OF HIMSELF AND THE EXECUTIVE PARTIES, hereby represents and warrants that no other person or benefits to which the Executive will become entitled pursuant entity has initiated or, to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against extent within his control, will initiate any loss such proceeding on his or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released hereintheir behalf.

Executive Release. Executive, in exchange for the promises contained in this Release, and on behalf of himself, himself and each of his heirs, executors, administrators, personal representatives, successorssuccessors and assigns (the “Releasors”), to the maximum extent permitted by law, hereby fully and forever releases, acquits and discharges the Company, together with its subsidiaries, parents and affiliates, and assignseach of their past and present direct and indirect stockholders, hereby irrevocably directors, members, partners, officers, employees, attorneys, agents and unconditionally waives, releasesrepresentatives, and forever discharges their heirs, executors, administrators, personal representatives, successors and assigns (collectively, the “Releasees”), from any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Separation Agreement, including, without limitation, any of the foregoing arising out of or in any way related to or based upon: (i) Executive’s application for and employment with the Company, his being an officer, director or employee of the Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past the Employment Agreement or present the Separation; (collectively “Released Party or Parties”), and each and all of them, from ii) any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law tort or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, releasecontract, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actionsalleging breach of an express or implied, or causes oral or written, contract, policy manual or employee handbook; (iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of actionemotional distress, whether in law sexual harassment, negligence or equitywrongful discharge; or (iv) any federal, KNOWN OR UNKNOWN, actual state or potential, which he either asserts or could assert, at common law or under any local statute, rule, ordinance or regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201the Age Discrimination in Employment Act of 1967, et seq., and all provisions of California Labor Code §132aas amended, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act and Women’s Equity Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act, the Rehabilitation Act of 19731963, as amended; the Occupational Safety and Health Act of 1970; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act , of 1993; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Vocational Rehabilitation Act of 1973; the Worker Adjustment Retraining and Notification Act of 1988; the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of ; the United States Code (42 U.S.C. §1981 et seq.), Fair Labor Standards Act and the Americans with Disabilities Act , the Age Discrimination in Employment National Labor Relations Act, as amended, and the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. ExecutiveThe Executive agrees, in exchange for the promises contained in this Release, on behalf of himself, his spouse, heirs, representativesexecutor or administrator, successors, and assigns, hereby insurers, attorneys and other persons or entities acting or purporting to act on his behalf, to irrevocably and unconditionally waivesrelease, releases, acquit and forever discharges Company or any of discharge the Company, its current or former ownersaffiliates, partners, officialssubsidiaries, directors, officers, employees, shareholders, affiliatespartners, employee benefit plansagents, representatives, servantspredecessors, employeessuccessors, agentsassigns, insurers, attorneys, subsidiariesbenefit plans sponsored by the Company and said plans’ fiduciaries, parentsagents and trustees (collectively, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Company Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes cause of action, suits, rightsclaims, obligations, liabilities, debts, demands, contentions, damages, judgments, claims for relief, indebtedness, costs, losses, debts levies and expenses (including attorney’s fees and costs actually incurred), executions of any nature whatsoeverkind, whether in law or in equity, KNOWN OR UNKNOWN, suspected known or unsuspected, actual or potentialunknown, which he now the Executive has, ownsor has had, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to Company Parties as of the date of execution of this Release, whether Release arising out of or not relating to the Executive’s employment relationship between Executive and Company or to separation from service with the cessation Company. This Release specifically includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of that contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment relationship. Without limiting the above, Executive agrees to waive, releasepractices, and forever dischargeany claim relating to compensation or benefits. This specifically includes, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state claim which the Executive has or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, has had under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Americans with Disabilities Act, as amended, and the Employee Retirement Income Security Act of 1974, as amended. Nothing herein shall release the Company from any claims or damages based on (i) any right the Executive may have to enforce this Release or the Agreement, (ii) any right or claim that arises after the date of retaliationthis Release, claims (iii) any right the Executive may have to benefits or entitlements under any applicable plan, agreement, program, award, policy or arrangement of “Whistlethe Company, (iv) the Executive’s eligibility for indemnification in accordance with the certificate of incorporation and by-blowing,” claims under laws of the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promiseCompany, or representation pertaining to Executive’s employmentany applicable insurance policy, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damageliability the Executive incurs or incurred as an employee or officer of the Company, or injury arising out (v) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or relating failure to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid act for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to and the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released hereinCompany are jointly liable.

Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, covered by the scope of this Release, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. Notwithstanding any other provision of this Release to the contrary, this Release does not affect or waive any claim for workers’ compensation benefits, unemployment benefits or other legally non-waivable rights or claims; claims that arise after Executive signs this Release; Executive’s right to exercise any and all Company stock options held by Executive that are exercisable by their terms (as may have been modified by that certain Severance And Change In Control Agreement to which the Company and Executive are parties) (“Separation Agreement”); Executive’s right to indemnification from the Company, whether under applicable law, the Company’s By-Laws or otherwise; or Executive’s right to enforce the terms of such Separation Agreement. Additionally, nothing in this Certificate waives or limits Executive’s right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency (though Executive acknowledges that Executive is not entitled to recover money or other relief with respect to the claims waived in this Release). By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. Executive, in exchange In consideration for the promises contained in this ReleaseCompany paying the Executives any amounts that may be due to the Executive pursuant to Sections 6.6(a)(2) and (3) and Section 6.7(a)(2)(i) of the Employment Agreement, on behalf of himself, his heirs, representatives, successors, and assigns, hereby the Executive irrevocably and unconditionally waives, releases, acquits and forever discharges the Company or any of and its current or former ownersshareholders, partnersmembers, officialsofficers, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, employees and agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting byof its affiliates, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of themtheir shareholders, members, officers, directors, employees and agents (collectively, the “Releasees”) from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, claims or causes of action, suits, rightsagreements, demandspromises, damages, disputes, controversies, contentions, differences, judgments, claims for reliefdebts, indebtednessdues, costssums of money, lossesaccounts, debts reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and expenses (including attorney’s fees and costs actually incurred), demands of any nature whatsoeverkind whatsoever (collectively, “Claims) that the Executive has ever had, now has or may have against the Releasees, in law, admiralty or equity, whether in law known or in equityunknown to the Executive, KNOWN OR UNKNOWNfor, suspected or unsuspected, actual or potential, which he now has, ownsupon, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitationby reason of, any claims which arose prior matter, action, omission, course or thing whatsoever occurring up to the date the Executive signs this Release arising out of execution or related to the Executive’s employment or termination of such employment. The Executive hereby waives any and all rights the Executive may have, directly or indirectly, now or at any time in the future of any nature, with respect to any claim, charge, or lawsuit, arising out of the Executive’s employment and termination of employment up and through the date the Executive executes this Release, whether including for purposes of obtaining any monetary award, reinstatement of employment or for any equitable relief. The Executive acknowledges that this Release includes, but is not relating limited to, all Claims arising under federal, state or local laws prohibiting employment discrimination and all Claims growing out of any legal restrictions on the Company’s right to the employment relationship between Executive and Company or to the cessation terminate its employees including any common law and/or breach of that employment relationship. Without limiting the abovecontract, Executive agrees to waivewhistleblower, release, and forever discharge, and agrees that he will not in any manner institute, prosecutetort, or pursue, any retaliation claims and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes Claims related to payment of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or compensation. This Release also specifically encompasses all Claims of employment discrimination based on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, religion, sex, and national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, as provided under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), all Claims of discrimination based on age, as provided under the Equal Pay Age Discrimination in Employment Act of 1967, as amended, the Older Worker Benefit Protection Act, all Claims under the Rehabilitation Employee Retirement Income Security Act of 1973(“ERISA”), all Claims under the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as (“ERISAFMLA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), all Claims under the Fair Credit Reporting Act, all Claims under the National Labor Relations Act, and all Claims of employment discrimination under the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for ADA”) as well as any applicable state laws concerning the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. The Executive agrees not to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to file any claim, demand, charge or cause of action released hereinarising out of the Executive’s employment and termination of employment against the Releasees. The Executive further agrees that the Executive will not permit any such claim to be filed on the Executive’s behalf. Notwithstanding the preceding two sentences or any other provision of this Release to the contrary, this Release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim he believes he may have against the Company. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. In addition, this Release is not intended to interfere with the Executive’s right to challenge that his waiver of any and all ADEA claims pursuant to this Release is a knowing and voluntary waiver. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. Additionally, notwithstanding anything in this Release to the contrary, this Release shall not release, modify or discharge any Claims related to or arising under (i) employee benefit programs, plans and practices of the Company in accordance with the terms thereof, (ii) Sections 6.3 or 6.4 of the Employee Agreement or (iii) the formation and/or governing documents of the Company or its Subsidiaries, NTI, LP or ManageCo, LP.

Executive Release. Executive, in In exchange for the promises contained consideration set forth in this ReleaseExhibit A, on behalf of himselfExecutive, his heirsON BEHALF OF HIMSELF, representativesHIS SPOUSE, successorsATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL AND ANY OTHER PERSON CLAIMING BY, THROUGH OR UNDER THE EXECUTIVE (TOGETHER, THE “EXECUTIVE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES LiveRamp, its respective predecessors, successors and assignsassigns and its respective past and present stockholders, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officialsmembers, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneysrepresentatives, subsidiariesprincipals, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, insurers and all persons acting by, through, under or in concert with them, either past or present attorneys (collectively together the “Released Party or Company Parties”), and each and all of them, ) from any and all chargesclaims, complaints, lawsuits, claimsdemands, liabilities, obligations, promises, agreements, controversies, injuriessuits, damages, actionslosses, expenses, attorneys’ fees, obligations or causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspectedCONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, actual or potentialand WHETHER OR NOT ACCRUED OR MATURED, which he now has, owns, any of them have or holds, or claims to may have, own, arising out of or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company any transaction, dealing, relationship, conduct, act or to the cessation of that employment relationship. Without limiting the aboveomission, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the United States ConstitutionCompany Parties based on, the California Constitutionrelating to or arising under wrongful discharge, the California Fair Employment and Housing Act breach of contract (California Government Code § 12940 et seq.whether oral or written), the California Family Rights Act tort, fraud (California Government Code § 12945.2, 19702.3 et seq.but excluding fraudulent inducement into signing this Release), California Government Code §11135defamation, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.)negligence, the California Labor Codepromissory estoppel, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132aretaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Equal Pay Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Section 409A of the Rehabilitation Act Internal Revenue Code or 1986, as amended (the “Code”) or any other applicable provisions of 1973the Code, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Actor any other federal, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral state or implied contracts, breach of any covenant, promise, or representation pertaining local law relating to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury discrimination in employment) arising out of or relating to the Executive’s employment by LiveRamp or his services as an officer or employee of Executive and/or the cessation Company or any of its subsidiaries, or otherwise relating to the termination of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVERor the Agreement (collectively, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include ; provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under the Employment Agreement that expressly survive termination of employment or by their terms are required to be or only those claims capable of being performed following the date of termination of employment under the Agreement, (whether known ii) under the Company’s benefit plans and agreements that expressly survive termination of employment; provided, however, notwithstanding anything contained in the Employment Agreement or unknownany of the Company’s equity incentive plans or grant documents thereunder, Exhibit A hereto sets forth Executive’s only continuing rights regarding his outstanding equity awards, (iii) which have arisen prior in respect of the Executive’s services as an officer or director of the Company or any of its subsidiaries, pursuant to any director and officer indemnification agreements or insurance policies, or the execution certificates of this Release. By executing this Agreement Executive is acknowledging that incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries in effect as of the time of the execution of date hereof or as provided by law. Executive acknowledges that this is a knowing and voluntary waiver. Executive waives all seniority rights they may have with LiveRamp, and Executive expressly waives any claim for reinstatement by LiveRamp. This waiver and release does not apply to or waive: 1) Executive’s rights to enforce this Agreement; 2) any rights Executive may have under applicable workers’ compensation or unemployment compensation statutes, he has been paid for all hours worked, that he has not suffered 3) any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits right to which he is entitled at continuation of health care coverage under the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based uponConsolidated Omnibus Budget Reconciliation Act, or is related in 4) Executive’s right to file a charge with the EEOC, however, Executive waives and releases any way claims or rights to any claimor for damages, demand, compensation or cause of action released hereininjunctive relief whatsoever.

Executive Release. Executive, in exchange for Upon satisfaction of the promises conditions precedent contained in this ReleaseSection 1 hereof, the Executive, on behalf of himselfitself and its direct or indirect predecessors, his heirssuccessors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, successorspersonal representatives, and legal representatives, transferees, assigns, hereby irrevocably successors in interest of assigns, members and unconditionally waivesany firm, releasestrust, corporation, partnership, investment vehicle, fund or other entity managed or controlled by the Executive, the Executive’s members or in which the Executive has or had a controlling interest and forever discharges Company or any of its current or former ownersthe respective consultants, partnersemployees, officialslegal counsel, officers, directors, officersmanagers, shareholders, stockholders, owners of any of the foregoing (collectively, the “Executive Releasors”), hereby remise, release, acquit and forever discharge the Company and any and all of its respective direct or indirect affiliates, employee benefit plansparent companies, representativesdivisions, servantssubsidiaries, agents, transferees, consultants, employees, agentslegal counsel, attorneysofficers, subsidiariesdirectors, parentsmanagers, divisionsshareholders, branchesstockholders, unitsstakeholders, affiliated organizationsowners, predecessors, successors, predecessors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and all persons acting byrepresentatives, throughlegal representatives, under personal representatives and any firm, trust, corporation or partnership investment vehicle, fund or other entity managed or controlled by the Company or in concert with themwhich the Company has or had a controlling interest, either past or present if any (collectively collectively, the “Released Party or PartiesCompany Releasees”), of and each and all of them, from any and all chargesfederal, complaintsstate, lawsuitslocal, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actionsforeign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, rightsdefenses, demandsdebts, judgmentssums of money, claims for reliefaccounts, indebtednesscovenants, costscontroversies, agreements, promises, losses, debts damages, orders, judgments and expenses (including attorney’s fees and costs actually incurred), demands of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWNknown or unknown, actual or potential, which he either asserts or could assert, at common law or under of any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination lawskind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the United States ConstitutionExecutive Releasors ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the California ConstitutionCompany Releasees, from the California Fair Employment beginning of time up to and Housing Act (California Government Code § 12940 et seq.), including the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Codedate hereof, including, but not limited to, any claim relating to California Labor Code §201Executive’s employment and/or termination of employment (except worker’s compensation claims) to the date of this Agreement as well as any claims of breach of contract, express or implied and/or any claims of harassment or discrimination (for example, on the basis of gender, race, age, national origin, handicap or disability or other protected category) under any federal, state or local law, rule or regulation including, but not limited to, the New York Human Rights Law, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Americans with Disabilities Act, the Rehabilitation Act of 1973California Fair Employment and Housing Act, The California Family Rights Act, the New York Human Rights Law, the Family and Medical Leave Act of 1993, or any claim arising under the Employee Employment Retirement Income Security Act of 1974, also known as (“ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code ) (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), except for claims for vested benefits under ERISA) (the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any “Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims Nothing in the foregoing release shall include only those claims (whether known or unknown) which have arisen prior release any claim to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of enforce this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. ExecutiveExcept for those obligations created by or arising out of this Agreement, the Option Agreement, the Secured Promissory Note, the Amendment to Pledge Agreement, the Unsecured Promissory Note and side letter entered into contemporaneously herewith, agreements entered into by Executive based on his status as a stockholder of Company other than those executed or prepared by the Company, and the agreements listed on Exhibit "A" or any other rights Executive may have in exchange for the promises contained in this Releasehis capacity as a stockholder of Company, Executive on behalf of himself, his descendants, dependents, heirs, representativesexecutors, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessorsadministrators, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”)successors, and each and all of them, hereby covenants not to ▇▇▇ and fully releases and discharges Company, its predecessors, successors and assigns, and their respective past, present and future parents, subsidiaries, affiliates, trustees, executors, administrators, officers, directors, owners, associates, heirs, agents, insurers, stockholders, partners, employees, licensees, representatives, lawyers, consultants, investment bankers, accountants or any of them, and each of them, hereinafter together and collectively referred to as "Releasees," with respect to and from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, manner of action or actions, cause or causes of action, in law or equity, and any suits, debts, liens, liabilities, claims, counter-claims, cross-claims, demands, rights, demandsobligations, damages, losses, costs, expenses, attorneys' fees, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred)orders or indemnities, of all and any nature whatsoever, including, without limitation, payroll after March 15, 2001, whether in law individual or in equityderivative, KNOWN OR UNKNOWNstate or federal, known or unknown, fixed or contingent, suspected or unsuspected, actual and whether or potentialnot concealed or hidden, which he now hasthat against said Releasees, owns, or holds, or claims to have, own, or hold against each or any of them, Executive: (i) may have or may now have up to the Released Partiesdate of this Agreement; or (ii) may hereafter have based upon, including without limitationarising out of, related to or in any claims which arose way connected with Executive's service as an officer or employee of Company, his separation from his position as a member of the Board of Directors and, except as set forth herein, his position as Co- Chief Executive Officer, or his employment by, or status as, an officer of any Company affiliate, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of execution of this ReleaseAgreement including, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursuegenerality of the foregoing, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or claim under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Age Discrimination in Employment Act, the Rehabilitation Act of 1973Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.)Pennsylvania Human Relations Act, the Americans with Disabilities Act Pennsylvania Wage Payment and Collection Act, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Pennsylvania Workmen's Compensation Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims or any claim for the payment of severance pay, bonus, sick leave, pension rights, stock options, benefitsholiday pay, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral health or implied contracts, breach of any covenant, promise, medical insurance or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state fringe benefit, workers' compensation or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released hereindisability.

Executive Release. In consideration of the payments and benefits provided to the Executive hereunder, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Executive, in exchange for with the promises contained in this Release, on behalf intention of himself, his binding the Executive and the Executive’s heirs, representativesexecutors, successors, administrators and assigns, does hereby irrevocably and unconditionally waivesrelease, releasesremise, acquit and forever discharges discharge the Company or any and each of its current or subsidiaries and affiliates (the “Company Affiliated Group”), their present and former owners, partners, officialsofficers, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employeesexecutives, agents, attorneys, subsidiariesemployees and employee benefits plans (and the fiduciaries thereof), parents, divisions, branches, units, affiliated organizations, and the successors, predecessorspredecessors and assigns of each of the foregoing (collectively, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively the “Company Released Party or Parties”), of and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suitscomplaints, charges, demands, rights, demandsdamages, judgmentsdebts, claims for reliefsums of money, indebtednessaccounts, costsfinancial obligations, lossessuits, debts and expenses (including attorney’s expenses, attorneys’ fees and costs actually incurred)liabilities of whatever kind or nature in law, of any nature whatsoeverequity or otherwise, whether in law accrued, absolute, contingent, unliquidated or in equity, KNOWN OR UNKNOWNotherwise and whether now known or unknown, suspected or unsuspectedunsuspected which the Executive, actual individually or potentialas a member of a class, which he now has, owns, owns or holds, or claims to havehas at any time heretofore had, ownowned or held, or hold against each or any of the Company Released PartiesParty in any capacity, including including, without limitation, any and all claims which arose prior (i) arising out of or in any way connected with the Executive’s service to any member of the date Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of execution such service in any such capacity, (ii) for severance benefits, vacation benefits, holiday pay, sick pay, wages, salary payments, commissions, or incentive payments, (iii) for breach of this Releasecontract, whether wrongful discharge, impairment of economic opportunity, defamation, intentional or not relating negligent infliction of emotional harm, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, invasion of privacy, misrepresentation, deceit, fraud or other tort, or any claim to the employment relationship between Executive and Company attorneys’ fees under any applicable statute or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, releasecommon law theory, and forever discharge(iv) for any violation of applicable federal, state and agrees that he will not in any manner institutelocal labor and employment laws, prosecuteincluding, or pursuewithout limitation, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes concerning unlawful and unfair labor and employment practices and any and all claims arising under the civil rights laws of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, state or local, or on any grounds whatsoeverlocal jurisdiction, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Equal Pay ActAge Discrimination in Employment Act (“ADEA”), the Rehabilitation Americans with Disabilities Act of 1973(“ADA”), the Family and Medical Leave Act (“FMLA”), the National Labor Relations Act (“NLRA”), the Employee Retirement Income Security Act of 1974, also known as 1974 (“ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), Sections 503 and 504 of the Rehabilitation Act, the Age Discrimination in Massachusetts Fair Employment Practices Act, as amendedthe Massachusetts Civil Rights Act, the Older Workers Benefit Protection Massachusetts Equal Rights Act, claims of retaliationthe Massachusetts Wage Act, claims of “Whistle-blowing,” the Massachusetts Equal Pay Act, and any and all claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seqany whistleblower laws or whistleblower provisions of other laws.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—compensation - Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

Executive Release. Except as specifically provided in the following paragraph, and in consideration of the benefits provided under Section 2 of this Agreement, which provides for payments and benefits in addition to payments and benefits to which Executive would otherwise be entitled, Executive, in exchange for the promises contained in this Release, on behalf of himself, his Executive and Executive’s heirs, representatives, successors, executors and assigns, hereby irrevocably and unconditionally waives, releases, releases and forever discharges Company or any of the Company, its current or former ownerspast and present stockholders, partnersits past and present divisions, officialssubsidiaries, affiliates and related entities, its successors and assigns and all past and present directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneysheirs, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, executors and administrators and their heirs and assigns, and any and all persons acting byemployee retirement, throughhealth and welfare and other benefit plans, under or in concert with themprograms and arrangements of the Company, either past or present including current and former trustees and administrators of all such employee benefit plans, programs and arrangements (collectively collectively, the “Released Party or PartiesReleasees”), and each and from all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether action in law or in equity, KNOWN OR UNKNOWNadministrative proceedings, suspected suits, claims, debts, liens, sums of money, charges, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law or unsuspectedequity, actual whether known or potentialunknown, which he against the Releasees Executive or Executive’s successors and assigns ever had, now hashave or hereafter can, ownsshall or may have, for, upon, or holdsby reason of any matter, cause or claims to have, own, or hold against each or any thing whatsoever from the beginning of the Released Partiesworld to the date of this Release, including without limitation, any claims which arose prior to the date of execution of this Release, whether Executive may have arising from or not relating to Executive’s employment or termination from employment with the employment relationship between Executive and Company or to the cessation of that employment relationship. Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoeverCompany, including without limitation, a release of any state rights or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the ▇▇▇▇▇ and ▇▇▇▇▇▇ Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, claims Executive may have under Title VII of the Civil Rights Act of 1964, as amended, and the Equal Pay ActCivil Rights Act of 1991 (which prohibit discrimination in employment based upon race, color, sex, religion, and national origin); the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973, 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act , of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee Retirement Income Security Act of 1974, as amended (which prohibits discrimination with regard to benefits); any other federal, state or local laws against discrimination; or any other federal, state, or local statute, or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a release by Executive of any claims for wrongful discharge, breach of contract, torts or any other claims in any way related to Executive’s employment with or resignation or termination from the Company. This Release also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 includes a release of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , any claims for age discrimination under the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act amended (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released ClaimsADEA”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release. By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and The ADEA requires that Executive has received all benefits be advised to which he is entitled consult with an attorney before Executive waives any claim under ADEA. In addition, the ADEA provides Executive with at least twenty-one (21) days to decide whether to waive claims under ADEA and seven (7) days after Executive signs the time of the execution of this Agreement, but for any payments or benefits waiver to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein. Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released hereinrevoke that waiver.