Common use of General Release of Claims Clause in Contracts

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.

General Release of Claims. In consideration exchange for and as a condition to Mercury Computer Systems, Inc.’s (the Executive’s promises, covenants and agreements “Company”) promises to me contained in this the Change in Control Severance Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by between the Company and the Executive on [DATE], 2021 me (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) I agree as follows: I hereby completely, forever, irrevocably and unconditionally release release, acquit and discharge, to the maximum extent permitted by law, forever discharge the Company, its predecessors, successors, affiliates, other related entities and assigns, and the Company’s pastdirectors, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trusteesand representatives of any of the foregoing, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors persons acting on behalf or assigns or estates of through any of the foregoing (any and all of whom or which are hereinafter referred to as the “Released PartiesCompany”) ), from any and all charges, complaints, claims, actionsliabilities, chargesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenseslosses, attorneys’ feesdebts and expenses (including attorney’s fees and costs actually incurred), damages and obligations of any kind or character nature whatsoever, known or unknown (collectively, “Claims”), that the Executive ever I now have, own, or hold, or claim to have, own, or hold, or that I at any time had, now has owned, or may in the future claims held, or claimed to have by reason of any acthad, conduct, omission, transaction, agreement, occurrence owned or any other matter whatsoever occurring up to and including held against the date that the Executive signs this AgreementCompany. This general release of claims Claims includes, without implication of limitation, the complete release of all Claims of breach of express or implied contract, including, without limitation, all Claims arising from any and employment offer letter from the Company; all claims: ● Claims of discriminationwrongful termination of employment whether in contract or tort; all Claims based on actions or omissions leading to this General Release of Claims; all Claims of intentional, harassment, retaliationreckless, or wrongful terminationnegligent infliction of emotional distress; ● for all Claims of breach of contract, whether oral, written, any express or implied; breach implied covenant of employment, including the covenant of good faith and fair dealing; all Claims of interference with contractual or advantageous relations, both express and impliedwhether those relations are prospective or existing; promissory estoppel; negligent all Claims of deceit or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion all Claims of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, discrimination under state or municipal statute, rule, regulation or ordinancefederal law, including, but not limited to, the Age Discrimination in Employment Act without implication of 1967, the Older Workers Benefit Protection Act of 1990limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act of 20021967, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case29 U.S.C. § 621 et seq., as such laws amended, and Chapter 151B of the Massachusetts General Laws; all Claims of defamation or damage to reputation; all Claims for reinstatement; all Claims for punitive or emotional distress damages; all Claims for wages, bonuses, severance, back or front pay or other forms of compensation; and all Claims for attorney’s fees and costs. Notwithstanding the foregoing, this General Release of Claims shall not be construed to include a release of Claims that arise from or relate to the Company’s obligations under the Agreement. I acknowledge that I have been or may be amended; ● advised to consult with an attorney before signing this General Release. I further understand that I have been given an adequate opportunity, if I so desired, to consider this General Release for employee benefits, including, without limitation, any and all claims under up to twenty-one (21) days before deciding whether to sign it. If I signed this General Release before the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions expiration of that employmenttwenty-one (21) day period, and I acknowledge that such decision was entirely voluntary. I understand that for a period of seven (7) days after I execute this General Release I have the right to revoke it by a written notice to be received by the Director, Human Resources of the Company by the end of that period. I also understand that this General Release shall not be effective or enforceable until the expiration of that period. General Release of Claims Notwithstanding the foregoing, I agree that nothing in this General Release of Claims is intended to affect any of my obligations that continue after the termination of my employment contained in the Agreement or in any written agreement entered into between the Company and me with respect to confidentiality, ownership of inventions, non-competition and/or non-solicitation. I represent and agree that employment, including, without limitation any I have carefully read and fully understand all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that of the provisions of this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether and that I am voluntarily agreeing to such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosedprovisions. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.Date:

General Release of Claims. In consideration of the payments and other benefits provided for the Executive’s promises, covenants and agreements in this Agreement Agreement, which you agree is good, valuable, adequate and General Releasesufficient consideration under this Agreement, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company you acknowledge and the Executive on [DATE]agree that, 2021 you and your agents, representatives, and heirs, do hereby fully release (the “Employment Agreement”i.e., give up) and forever discharge Capital One and its parent, subsidiary and affiliated corporations, organizations and entities, including without limitation CAPITAL ONE FINANCIAL CORPORATION, CAPITAL ONE SERVICES, INC., CAPITAL ONE SERVICES, LLC, CAPITAL ONE, NATIONAL ASSOCIATION, CAPITAL ONE AUTO FINANCE, INC., CAPITAL ONE BANK (USA), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment AgreementNATIONAL ASSOCIATION, to which the Executive would not otherwise be entitledCHEVY CHASE BANK, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions F.S.B. and each of them, and all of their respective past, present and future affiliates, partners, joint ventures, stockholders, predecessors, successors, assigns, insurers, officers, directors, employees, shareholdersagents, trustees, members, partnersrepresentatives, attorneys and agents (in each caseindependent contractors of all such released corporations, individually organizations and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities)entities, as well as any predecessorstheir employee benefit plans, future successors or assigns or estates and the trustees, administrators, fiduciaries and insurers of any of the foregoing such plans (collectively, the “Released Parties”) ), and each of them, jointly and severally, from any and all claims, actions, charges, controversies, causes of action, charges, suits, rightscontroversies, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations demands of any kind kind, whether known or character whatsoeverunknown, that the Executive ever hadwhether for injunctive relief, now has back pay, fringe benefits, reinstatement, reemployment, or may in the future claims to have by reason of any actcompensatory, conduct, omission, transaction, agreement, occurrence punitive or any other matter whatsoever occurring up to and including kind of damages, which you ever have had in the past or presently have against the Released Parties through the date that the Executive signs of this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of from or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s your employment with the Company, the terms and conditions of that employment, and Capital One or the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy employment or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentcircumstances related thereto.

General Release of Claims. In consideration exchange for and as a condition to Mercury Computer Systems, Inc.’s (the Executive’s promises, covenants and agreements “Company”) promises to me contained in this the Change in Control Severance Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by between the Company and the Executive on [DATE], 2021 me (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) I agree as follows: I hereby completely, forever, irrevocably and unconditionally release release, acquit and discharge, to the maximum extent permitted by law, forever discharge the Company, its predecessors, successors, affiliates, other related entities and assigns, and the Company’s pastdirectors, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trusteesand representatives of any of the foregoing, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors persons acting on behalf or assigns or estates of through any of the foregoing (any and all of whom or which are hereinafter referred to as the “Released PartiesCompany”) ), from any and all charges, complaints, claims, actionsliabilities, chargesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenseslosses, attorneys’ feesdebts and expenses (including attorney’s fees and costs actually incurred), damages and obligations of any kind or character nature whatsoever, known or unknown (collectively, “Claims”), that the Executive ever I now have, own, or hold, or claim to have, own, or hold, or that I at any time had, now has owned, or may in the future claims held, or claimed to have by reason of any acthad, conduct, omission, transaction, agreement, occurrence owned or any other matter whatsoever occurring up to and including held against the date that the Executive signs this AgreementCompany. This general release of claims Claims includes, without implication of limitation, the complete release of all Claims of breach of express or implied contract, including, without limitation, all Claims arising from any and employment offer letter from the Company; all claims: ● Claims of discriminationwrongful termination of employment whether in contract or tort; all Claims based on actions or omissions leading to this General Release of Claims; all Claims of intentional, harassment, retaliationreckless, or wrongful terminationnegligent infliction of emotional distress; ● for all Claims of breach of contract, whether oral, written, any express or implied; breach implied covenant of employment, including the covenant of good faith and fair dealing; all Claims of interference with contractual or advantageous relations, both express and impliedwhether those relations are prospective or existing; promissory estoppel; negligent all Claims of deceit or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion all Claims of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, discrimination under state or municipal statute, rule, regulation or ordinancefederal law, including, but not limited to, the Age Discrimination in Employment Act without implication of 1967, the Older Workers Benefit Protection Act of 1990limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act of 20021967, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case29 U.S.C. § 621 et seq., as such laws amended, and Chapter 151B of the Massachusetts General Laws; all Claims of defamation or damage to reputation; all Claims for reinstatement; all Claims for punitive or emotional distress damages; all Claims for wages, bonuses, severance, back or front pay or other forms of compensation; and all Claims for attorney’s fees and costs. This General Release of Claims shall not be construed to include a release of Claims that arise from the Company’s obligations under the Agreement. I acknowledge that I have been or may be amended; ● advised to consult with an attorney before signing this General Release. I further understand that I have been given an adequate opportunity, if I so desired, to consider this General Release for employee benefits, including, without limitation, any and all claims under up to twenty-one (21) days before deciding whether to sign it. If I signed this General Release before the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions expiration of that employmenttwenty-one (21) day period, and I acknowledge that such decision was entirely voluntary. I understand that for a period of seven (7) days after I execute this General Release I have the right to revoke it by a written notice to be received by the Director, Human Resources of the Company by the end of that period. I also understand that this General Release shall not be effective or enforceable until the expiration of that period. Notwithstanding the foregoing, I agree that nothing in this General Release of Claims is intended to affect any of my obligations that continue after the termination of my employment contained in the Agreement or in any written agreement entered into between the Company and myself with respect to confidentiality, ownership of inventions, non-competition and/or non-solicitation. I represent and agree that employment, including, without limitation any I have carefully read and fully understand all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that of the provisions of this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether and that I am voluntarily agreeing to such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosedprovisions. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.Date:

General Release of Claims. In consideration of the payments and other benefits provided for the Executive’s promises, covenants and agreements in this Agreement and General Supplemental Release, the Company agrees to make the payments provided which you agree is good, valuable, adequate and sufficient consideration under Section 5 of the employment agreement entered into by the Company this Supplemental Release, you acknowledge and the Executive on [DATE]agree that, 2021 you and your agents, representatives, and heirs, do hereby fully release (the “Employment Agreement”i.e., give up) and forever discharge Capital One and its parent, subsidiary and affiliated corporations, organizations and entities, including without limitation CAPITAL ONE FINANCIAL CORPORATION, CAPITAL ONE SERVICES, INC., CAPITAL ONE SERVICES, LLC, CAPITAL ONE, NATIONAL ASSOCIATION, CAPITAL ONE AUTO FINANCE, INC., CAPITAL ONE BANK (USA), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment AgreementNATIONAL ASSOCIATION, to which the Executive would not otherwise be entitledCHEVY CHASE BANK, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions F.S.B. and each of them, and all of their respective past, present and future affiliates, partners, joint ventures, stockholders, predecessors, successors, assigns, insurers, officers, directors, employees, shareholdersagents, trustees, members, partnersrepresentatives, attorneys and agents (in each caseindependent contractors of all such released corporations, individually organizations and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities)entities, as well as any predecessorstheir employee benefit plans, future successors or assigns or estates and the trustees, administrators, fiduciaries and insurers of any of the foregoing such plans (collectively, the “Released Parties”) ), and each of them, jointly and severally, from any and all claims, actions, charges, controversies, causes of action, charges, suits, rightscontroversies, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations demands of any kind kind, whether known or character whatsoeverunknown, that the Executive ever hadwhether for injunctive relief, now has back pay, fringe benefits, reinstatement, reemployment, or may in the future claims to have by reason of any actcompensatory, conduct, omission, transaction, agreement, occurrence punitive or any other matter whatsoever occurring up to and including kind of damages, which you ever have had in the past or presently have against the Released Parties through the date that the Executive signs of this Agreement. This general release of claims includesSupplemental Release, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of from or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s your employment with the Company, the terms and conditions of that employment, and Capital One or the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy employment or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentcircumstances related thereto.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreementand benefits, and other consideration provided to which the Executive would you by this Agreement that you are not otherwise be entitledentitled to receive, the Executive you, on behalf of yourself, your spouse and child or children (for himself and his if any), agents, representatives, attorneys, assignees, heirs, beneficiaries, devisees, executors, administratorsadministrators and successors in interest, beneficiaries, personal representatives hereby generally and assigns) hereby completely, forever, irrevocably and unconditionally completely release and dischargeforever discharge MoneyLion Inc. (the “Parent”), the Company and all of its current, former, and future owners, directors, officers, members, managers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and past, present, and future owners, directors, officers, members, managers, shareholders, agents, associates, representatives, employees, attorneys, insurers, and any other predecessors, successors, assigns, or legal representatives of any of them (all of the above collectively, the “Released Parties”), to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claimsliability, actions, charges, controversies, causes of action, suitsclaims, rightscharges, complaints, demands, liabilitiesgrievances, obligations, losses, damages, costsinjuries and legal responsibilities, expenses, attorneys’ fees, damages and obligations of any kind or character type whatsoever, that the Executive whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which you ever hadhad or held, now has or holds or hereafter can, shall or may have or hold against the Released Parties, based on any claims or occurrences arising prior to the Effective Date of this Agreement (collectively, “Released Claims”). Released Claims defined in the future immediately preceding sentence and released herein by you as to the Released Parties include, without limitation: (1) all claims arising out of or in any way related to have by reason your employment with the Company, or the termination of any actthat employment; (2) all claims related to your compensation or benefits from the Company, conductincluding salary, omissionbonuses, transactioncommissions, agreementvacation pay, occurrence expense reimbursements, severance pay, fringe benefits, profits interests, or any other matter whatsoever occurring up to and including equity or ownership interests in the date that the Executive signs this Agreement. This general release of Company; (3) all claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oralwrongful termination, written, express or implied; and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, both express and implied; promissory estoppel; negligent or intentional infliction of including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or and (5) any other claim for damages under present or injury of any kind whatsoever; ● for violation or alleged violation of any future federal, state or municipal statute, rule, regulation local statute or ordinancelaw, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Actclaims under applicable state statutes, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay National Labor Relations Act, the Fair Credit Reporting Labor Management Relations Act, Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, as amended, Civil Rights Act of 1991, Americans with Disabilities Act, as amended, Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Rehabilitation Act, Executive Order 11246, Family and Medical Leave Act, Xxxxxxxx-Xxxxx Act of 2002, Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Consolidated Omnibus Budget Reconciliation Act, the Sxxxxxxx-Xxxxx Act Code of 2002Federal Regulations, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under any other federal, state, municipal or other governmental statute, regulation, ordinance or order, except for those claims that cannot be released as a matter of law. You further acknowledge and agree that except for the Employee Retirement Income Security Act rights and obligations created by this Agreement no other payments or benefits, of 1974 (excluding COBRA); ● any nature, are due to you from any non-vested ownership interest in of the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to Released Parties for any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employmentreason whatsoever, and the termination Released Parties shall have no other obligations to you. You further understand and acknowledge that you cannot and will not file any cause of action, claim, charge or lawsuit for the purpose of obtaining any monetary award, reinstatement of his employment or for any equitable relief. You also understand and acknowledge that you shall not seek or apply for re-employment with any of the Released Parties. You further understand and acknowledge that the term “employment, including, without limitation ” in this Agreement shall refer to any and all claims for discrimination, harassment, retaliation or wrongful discharge under services you provided to any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such in the capacity of employee or otherwise. You further acknowledge and understand that you are not releasing any claim that cannot be waived under applicable state or federal law. You are not releasing any claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution for breach of this Agreement and General Release any claims arising after the Effective Date of this Agreement. You are not releasing any rights that you have to be indemnified (including any known right to reimbursement of expenses) arising under applicable law, any indemnification agreement between you and the Company, or suspected claim(s) against any directors’ and officers’ liability insurance policy of the Released Parties Company or with respect to any right to equity in the factual foundation for which involve(s) unlawful discrimination Company held by you, pursuant to an applicable written grant, purchase or harassmentaward agreement.

General Release of Claims. In consideration exchange for and as a condition to Mercury Computer Systems, Inc.’s (“the Executive’s promises, covenants and agreements Company”) promises to me contained in this the Change in Control Severance Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by between the Company and the Executive on [DATE], 2021 me (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) I agree as follows: I hereby completely, forever, irrevocably and unconditionally release release, acquit and discharge, to the maximum extent permitted by law, forever discharge the Company, its predecessors, successors, affiliates, other related entities and assigns, and the Company’s pastdirectors, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trusteesand representatives of any of the foregoing, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors persons acting on behalf or assigns or estates of through any of the foregoing (any and all of whom or which are hereinafter referred to as the “Released PartiesCompany”) ), from any and all charges, complaints, claims, actionsliabilities, chargesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenseslosses, attorneys’ feesdebts and expenses (including attorney’s fees and costs actually incurred), damages and obligations of any kind or character nature whatsoever, known or unknown (collectively, “Claims”), that the Executive ever I now have, own, or hold, or claim to have, own, or hold, or that I at any time bad, owned, or held, or claimed to have had, now has owned or may in held against the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this AgreementCompany. This general release of claims Claims includes, without implication of limitation, the complete release of all Claims of breach of express or implied contract, including, without limitation, all Claims arising from any and employment offer letter from the Company; all claims: ● Claims of discriminationwrongful termination of employment whether in contract or tort; all Claims based on actions or omissions leading to this General Release of Claims; all Claims of intentional, harassment, retaliationreckless, or wrongful terminationnegligent infliction of emotional distress; ● for all Claims of breach of contract, whether oral, written, any express or implied; breach implied covenant of employment, including the covenant of good faith and fair dealing; all Claims of interference with contractual or advantageous relations, both express and impliedwhether those relations are prospective or existing; promissory estoppel; negligent all Claims of deceit or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion all Claims of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, discrimination under state or municipal statute, rule, regulation or ordinancefederal law, including, but not limited to, the Age Discrimination in Employment Act without implication of 1967, the Older Workers Benefit Protection Act of 1990limitation, Title VII of the Civil Rights Act of 19641964,42 U.S.C. § 2000e et seq., as amended, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case1967,29 U.S.C. § 621 et seq., as such laws amended, and Chapter 151B of the Massachusetts General Laws; all Claims of defamation or damage to reputation; all Claims for reinstatement; all Claims for punitive or emotional distress damages; all Claims for wages, bonuses, severance, back or front pay or other forms of compensation; and all Claims for attorney’s fees and costs. This General Release of Claims shall not be construed to include a release of Claims that arise from the Company’s obligations under the Agreement. I acknowledge that I have been or may be amended; ● advised to consult with an attorney before signing this General Release. I further understand that I have been given an adequate opportunity, if I so desired, to consider this General Release for employee benefits, including, without limitation, any and all claims under up to twenty-one (21) days before deciding whether to sign it. If I signed this General Release before the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions expiration of that employmenttwenty-one (21) day period, and I acknowledge that such decision was entirely voluntary. I understand that for a period of seven (7) days after I execute this General Release I have the right to revoke it by a written notice to be received by the Director, Human Resources of the Company by the end of that period. I also understand that this General Release shall not be effective or enforceable until the expiration of that period. Notwithstanding the foregoing, I agree that nothing in this General Release of Claims is intended to affect any of my obligations that continue after the termination of my employment contained in the Agreement or in any written agreement entered into between the Company and myself with respect to confidentiality, ownership of inventions, non-competition and/or non-solicitation. I represent and agree that employment, including, without limitation any I have carefully read and fully understand all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that of the provisions of this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether and that I am voluntarily agreeing to such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentprovisions.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company Transition Benefits to be made pursuant to and the Executive on [DATEwhich are defined in that certain Letter Agreement, dated as of January [ ], 2021 2024 (the “Employment Letter Agreement”), in accordance with between the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitledParties, the Executive (for himself Employee and his heirs, executors, representatives, agents, insurers, administrators, beneficiariessuccessors and assigns (collectively, personal representatives and assignsthe “Releasors”) hereby completely, forever, irrevocably and unconditionally fully and forever waive, release and dischargedischarge Privia, to the maximum extent permitted by lawincluding its owners, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, agents, servants, employees, shareholdersattorneys, trusteessuccessors, membersassigns, partnersand affiliates, attorneys including but not limited to all parent entities and agents (in each caseany subsidiaries, individually and in their official capacities) corporate and each of their respective employee benefit plans individual capacities (and such plans’ fiduciariescollectively, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) from any and all claims, demands, actions, charges, controversies, causes of actionactions, suitsobligations, judgments, rights, demandsfees, liabilitiesdamages, debts, obligations, damages, costs, expenses, liabilities and expenses (inclusive of attorneys’ fees, damages and obligations ) of any kind whatsoever (collectively, “Claims”), whether known or character whatsoeverunknown, from the beginning of time to the date of the Employee’s execution of this Release, including, without limitation, any claims under any federal, state, local or foreign law, that the Executive Releasors may have, have ever had, now has had or may in the future claims have arising out of, or in any way related to have by reason of the Employee’s hire, benefits, employment, termination or separation from employment with Privia and any actual or alleged act, conduct, omission, transaction, agreementpractice, conduct, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinancematter, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, to (a) any and all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay ActAct the Employee Retirement Income Security Act (with respect to unvested benefits), the Lxxxx Xxxxxxxxx Fair Pay ActCivil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting ActXxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave National Labor Relations Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act, the Older Workers’ Protection Benefit Act of 20021990, the federal Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act of 2008, The False Claims Act, the Family First Coronavirus Response The Virginians with Disabilities Act, the New York State Virginia Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Virginia Equal Pay Act, the California Family Rights Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the California New Parent Leave Virginia Minimum Wage Act, the California Labor CodeVirginia Payment of Wage Law, the Virginia Right to Work Law, all as amended, and/or any California Industrial Welfare Commission Wage Orderother local, any California wage and hour lawcity, in each casecounty, state, or federal statutes, laws, regulations, or ordinances prohibiting harassment, discrimination, or retaliation, as such laws have been well as any claims concerning recruitment, hiring, discharge, promotions, transfers, employment status, right to reemployment, wages, bonus or may be amended; ● for employee benefitsincentive pay, severance pay, stock, stock options, stock-based awards, employment benefits (including, without limitation, sick or other leave, medical, US-LEGAL-12547451 Exhibit 10.1 disability, life, or any other insurance, 401(k), pension, or other retirement plan or benefits, or any other fringe benefits), including but not limited to any federal, state, or local laws or causes of action enforcing express or implied employment contracts or covenants; wrongful discharge; breach of any contract, agreement or promise made prior to this date; physical or personal injury; medical expenses, mental anguish and/or emotional distress; intentional or negligent infliction of emotional distress; fraud, intentional or negligent misrepresentation, libel, slander, defamation, invasion of privacy; claims made based upon any statements concerning the Employee’s employment or cessation of the Employee’s employment with Privia, or any affiliates; violation of public policy; breach of any sort of duty; prima facie tort or any other tort; claims for denial of due process or violation of corporate policy or procedure; any claims or causes of action based upon the Employee’s employment with or cessation of employment with Privia, or any affiliates and similar or related claims and any and all claims arising under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest common law, in the Companyall cases, contractual or otherwise, including, including but not limited to, claims to stock under the Tennessee Human Rights Act, which prohibits discrimination in employment based on race, creed, color, sex, religion, age, and national origin, the Tennessee Disability Act, which prohibits discrimination in employment based on disability, and any other state or stock options local laws or incentive units; ● arising out regulations prohibiting employment discrimination or protecting employee rights, as well as claims for breach of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied)implied contract, understandingdefamation, personnel policy intentional or practicenegligent infliction of emotional distress, or employee handbook; ● relating to or arising from invasion of privacy, tortious misrepresentation, negligent hiring and retention, libel, slander, wrongful discharge in violation of public policy, breach of the Executive’s employment with the Companyimplied covenant of good faith and fair dealing, the terms assault and conditions battery, negligent breach of that employmentstatutory duty, claims for attorneys’ fees, and the termination of that employment, including, without limitation other tortious or unlawful conduct; (b) any and all claims for discriminationcompensation of any type whatsoever, harassmentincluding but not limited to claims for salary, retaliation wages, bonuses, commissions, incentive compensation, vacation and/or severance; (c) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or wrongful discharge under any common law theoryimplied contract, public policy tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, non physical injury, personal injury or sickness or any federal state other harm, wrongful or local statute retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or ordinance not expressly listed aboveintentional infliction of emotional distress; and ● (d) any and all claims for monetary recoveryor equitable relief, including, without limitation, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. The Executive expressly acknowledges that this general release Claims released include claims seeking any monetary or other remedies for myself, directly or indirectly, which in any way are brought on behalf of claims includes a government, including but not limited to any proceeding under the Virginia Fraud Against Taxpayers Act, whether or not the government joins the proceeding and all claims arising up to of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentreleased.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in By signing this Agreement and General Release, you agree that the Retirement Package, and other benefits set forth in the Retirement Agreement, constitute adequate consideration for your release and waiver of claims as set forth below. For valuable consideration you receive from the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject pursuant to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Retirement Agreement, to which the Executive would not otherwise be entitledyou, the Executive (for himself on behalf of yourself and his your heirs, executors, administrators, beneficiariestrustees, personal representatives representatives, successors and assignsassigns (collectively, the “Releasors”) hereby completelyrelease, foreverwaive and forever discharge all claims, irrevocably demands, causes of actions, administrative claims, obligations, liabilities, claims for punitive or liquidated damages or penalties, any other damages, any claims for costs, disbursements or attorney’s fees, any individual or class action claims, and unconditionally release and dischargeany other claims or demands of any nature whatsoever, to whether asserted or unasserted, known or unknown, absolute or contingent that you or any of the maximum extent permitted by law, other Releasors have or may have against the Company, the Company’s pastany parent, subsidiary, division, affiliated or related entities, its and their present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future former officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciariesemployees, agents, administrators and attorneys, insurers, individually representatives and in their official capacities)consultants, as well as and the current and former trustees and administrators of any predecessors, future successors pension or assigns other benefit plan applicable to the employees or estates former employees of any of them, and the foregoing successors, predecessors and assigns of each (collectively “Releasees”), arising out of, or in any manner based upon, or related to, any act, occurrence, transaction, omission or communication that transpired or occurred at any time on or before the “Released Parties”) date of your signing of this General Release. Without limitation to the foregoing, you specifically release, waive and forever discharge the Releasees from and against: any and all claimsclaims arising out of or relating to your employment by the Company (and/or by any of the other Releasees), actions, charges, controversies, causes the terms and condition of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations such employment and/or the termination of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, such employment; any and all claims: ● of claims that arise under the U.S. Constitution, the New Jersey Constitution, the New Jersey Law Against Discrimination, N.J. Rev. Stat. § 10:5-1 et seq., the New Jersey Family Leave Act, N.J. Stat. § 34:11B-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J. Stat. § 34:19-1 et seq., any claims under any other New Jersey or other state or local anti-discrimination, harassment, retaliation, employment or wrongful termination; ● for breach of contract, whether oral, written, express human rights laws or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damagesregulations, or any other claim for damages New Jersey or injury of any kind whatsoever; ● for violation or alleged violation of any federal, other state or municipal statutelocal law, ruleordinance or regulation, regulation any claims under any other state or ordinancelocal law, includingordinance or regulation, but not limited to, any claims under the Age Discrimination in Employment Act of 1967Act, the Older Workers Benefit Protection Act of 199029 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., the Americans with Disabilities ActXxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Fair Labor Standards ActEmployee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment federal Family and Retraining Notification Act, the Family & Medical Leave Act, 29 U.S.C. § 2601 et seq., the SxxxxxxxNational Labor Relations Act, 29 U.S.C. § 151 et seq., the Genetic Information Nondiscrimination Act, 42 U.S.C. § 2000ff et seq., the Xxxxxxxx-Xxxxx Act, 15 U.S.C. § 7201 et seq., the Fair Labor Standards Act of 20021938, 29 U.S.C. § 201 et seq., and any amendments to any of the above; any and all claims arising under any other local, state or federal False Claims Actconstitution, the Family First Coronavirus Response Actstatute, the New York State Human Rights Lawordinance, the New York City Human Rights Lawregulation or order, the New York Civil Rights Lawor that involve claims for discrimination or harassment based on age, the New York Labor Lawrace, New York paid family leave religion, creed, color, national origin, ancestry, affectional or sexual orientation, sexual preference, gender identity or expression, military or veterans status, sex, disability, marital status, pregnancy, genetic information, or any other legally protected category or characteristic; any and all claims for wages, salary, commissions, expense reimbursement, or other compensation; any and all claims for retaliation, reprisal, wrongful discharge, breach of contract (express or implied); any and all whistleblower claims under any federal, state or local law or regulation or under common law; and/or any other tort, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been contract or may be amended; ● for employee benefitsother statutory or common law cause of action, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and or disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.

General Release of Claims. In As additional consideration for the Executive’s promises, covenants and agreements in this Agreement and General Releaseamendments to the Loan Documents as set forth herein, the Company agrees to make the payments provided under Section 5 Borrower (by its execution hereof) and each other Loan Party (by its execution of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacitiesConsent appended hereto) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators employees, directors, officers, attorneys, affiliates, subsidiaries, successors and insurersassigns (individually, individually a "Releasing Party", and in collectively, the "Releasing Parties") each hereby release and forever discharge the Agent and each Lender and all of their official capacities)respective agents, as well as any predecessorsdirect and indirect shareholders, future employees, directors, officers, attorneys, branches, affiliates, subsidiaries, successors or and assigns or estates of any of (individually, a "Released Party", and collectively, the foregoing (the “"Released Parties”") of and from any and all damage, loss, claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligationsobligations (except for any such obligations pursuant to the terms of the Loan Documents, damagesas amended hereby), costsactions and causes of action whatsoever (collectively "Claims") the Releasing Parties and each of them may, expensesas of the date hereof, attorneys’ fees, damages and obligations of any kind have or character whatsoever, that the Executive ever had, now has or may in the future claims claim to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII against each of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour lawReleased Parties, in each casecase whether presently known or unknown and of every nature and extent whatsoever on account of or in any way relating to, as such laws have been arising out of or may be amended; ● for employee benefitsbased upon the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Conditional Waiver, the Current Waiver or this Amendment (collectively, the "Restructuring Amendments") or the negotiation or documentation thereof or the amendments to the Loan Documents effected by the Restructuring Amendments or the transactions contemplated thereby, including, without limitation, all such loss or damage of any kind heretofore sustained, or that may arise as a consequence of the dealings between the parties up to the date hereof in connection with or in any way related to the Restructuring Amendments. Each Releasing Party further covenants and agrees that it has not assigned heretofore, and will not hereafter sue xxx Released Party upon, any Claim released or purported to be released under this Section 6, and the Borrower will indemnify and hold harmless said Released Parties against any loss or liability on account of any actions brought by any Releasing Party or its assigns or prosecuted on behalf of any Releasing Party and relating to any Claim released or purported to be released under this Section 6. This agreement and covenant on the part of the Releasing Parties, respectively, is contractual, and not a mere recital, and the parties hereto acknowledge and agree that no liability whatsoever is admitted on the part of any party with respect to any Claim released or purported to be released under this Section 6. It is further understood and agreed that any and all claims rights under the Employee Retirement Income Security Act provisions of 1974 (excluding COBRA); ● to any non-vested ownership interest in Section 1542 of the CompanyCalifornia Civil Code are expressly waived by each of the Releasing Parties. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly Releasing Parties acknowledges that the Executive does foregoing release (including the foregoing waiver of the provisions of Section 1542 of the California Civil Code) was separately bargained for. Each Released Party acknowledges (without admission as to the existence of any specific fact) that the foregoing release shall not prevent any Releasing Party from making evidentiary references, in connection with any Claim not released or purported to be released hereby, to the negotiation or documentation of the Restructuring Amendments or the amendments to the Loan Documents effected by the Restructuring Amendments or the transactions contemplated by the Restructuring Amendments or the dealings between the parties in connection with or in any way related to the Restructuring Amendments. The Borrower represents to each Released Party that, as of the date hereof, neither Robexx Xxxxxxxx xxx Granx Xxxxxxx xxx actual knowledge of execution of facts which would cause the Borrower to prevail on any Claim not released under this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentSection 6.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a) In exchange for the payments described in Section 5 of the Employment consideration provided to Executive pursuant to this Agreement, to which the Executive, on behalf of Executive would not otherwise be entitledand all of Executive’s spouse, the Executive (for himself and his heirs, executors, administrators, beneficiariessuccessors, personal representatives and assigns (collectively, “Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parents, affiliates, subsidiaries, divisions, predecessor companies, related companies, their successors and assigns) hereby completely, forevertheir affiliated and predecessor companies and the current and former employees, irrevocably attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and unconditionally release agents thereof, and dischargethe current and former trustees or administrators of any pension or other benefit plan applicable to Executive or any other current or former executives of the Company, to and investment funds or other investment vehicles managed by any of the maximum extent permitted by lawforegoing and/or for which they perform services (collectively, with the Company, the Company“Company Group” and each a “Company Group Member”), and each Company Group Member’s pastrespective current and former directors, present and future parent organizationsmembers, subsidiaries and other affiliated entitiestrustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies and divisions and each of their respective pastcompanies, present and future divisions, officers, directors, employees, shareholdersagents, trusteesinsurers, membersrepresentatives, partnersand attorneys (collectively with the Company Group, attorneys and agents (in each case, individually and in their official capacities) referred to throughout the remainder of this Agreement as “Releasees,” and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacitiesa “Releasee”), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) and from any and all claims, actionsincluding statutory claims, chargesregulatory claims and claims under this Agreement, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, rights, actions and causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations losses or liabilities of any kind nature whatsoever 4855-3238-1311v.2 in law and in equity and any other claims, liabilities or character whatsoevermatters, that known or unknown, suspected or unsuspected, foreseen or unforeseen, whether accrued or contingent, which Executive or any of the Executive ever other Releasors had, now has or may in have against the future claims to have Releasees, or any of them, from the beginning of time through the Effective Date (defined below), including, but not limited to, by reason of, arising out of, connected with, or concerning Executive’s employment or service with the Company and/or separation from the Company, the Employment Agreement, each of any actthe Award Agreements, conductthe Incentive Plan or the Plan, omission, transaction, agreement, occurrence except claims that the law does not permit Executive or any other matter whatsoever occurring up of the Releasors to and including waive (collectively, the date “Released Claims”). Executive acknowledges that the Executive signs this Agreement. This general release of claims includesReleased Claims specifically include, without limitationbut are not limited to, any and all claims: ● of discriminationclaims for fraud, harassment, retaliation, or wrongful termination; ● for breach of express or implied contract, whether oral, written, express or implied; breach of the implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent or intentional infliction of emotional distress; fraud; , whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slander, or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion breach of privacy; personal injuryclaims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; compensatory claims related to equity or punitive damagesequity-based awards or costs, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, under Title VII of the Civil Rights Act of 19641964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Acts Act of 1991, the Americans with Disabilities Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Act, the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 301, et seq., the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Labor Management Relations Act, the Fair Credit Reporting National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification ActAct (“WARN”), 29 U.S.C. §§ 2101 et seq., the Family & Medical Leave ActGenetic Information Nondiscrimination Act of 2008 (“GXXX”) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising under the Sxxxxxxx-Xxxxx Act of 20022002 (Public Law 107-204), the federal False Claims Actincluding whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, the Family First Coronavirus Response Actand any and all other foreign, the New York State Human Rights Lawfederal, the New York City Human Rights Lawstate, the New York Civil Rights Lawor local laws, the New York Labor Law, New York paid family leave common law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour or case law, in each caseincluding but not limited to all statutes, regulations, common law, and any other applicable law, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● are amended from time to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmenttime.

General Release of Claims. In consideration for Effective as of the ExecutiveFirst Closing Date, each Shareholder, on behalf of such Shareholder and each of such Shareholder’s promisesAffiliates, covenants advisors, heirs, legal representatives, successors and agreements in this Agreement and General Releaseassigns (collectively, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment AgreementReleasors”), in accordance with the terms completely releases, acquits and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and dischargeforever discharges, to the maximum fullest extent permitted by lawLaw, Buyer, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions their respective Affiliates and each of their respective pastcurrent, present former and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators advisors, successors and insurersassigns (collectively, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) from any and all claimslosses, liabilities, suits, actions, charges, controversies, causes of action, suits, debts or rights, demandswhether fixed or contingent, liabilitiesknown or unknown, obligationsmatured or unmatured, damagesarising out of, costsrelating to, expensesor in any manner connected with any matter, attorneys’ feesfacts, damages and obligations events or circumstances, or any actions taken, at or prior to the consummation of the transactions contemplated hereby that any kind or character whatsoever, that the Executive Releasor ever had, now has has, or may have in the future claims to have by reason against the Releasees (collectively, the “Released Matters”), provided that, the foregoing shall not release Buyer from any of any act, conduct, omission, transaction, agreement, occurrence its obligations arising under this Agreement or any other matter whatsoever occurring up to and including Related Agreement (collectively, the date that “Release of Claims”). Effective as of the Executive signs this Agreement. This general release First Closing Date, none of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, the Shareholder Representative or any other claim for damages Shareholder shall, and none of the foregoing Persons shall cause or injury of any kind whatsoever; ● for violation permit their respective equity holders, Subsidiaries, Affiliates, employees, agents, advisors, heirs, legal representatives, successors or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited assigns to, assert any claims against the Age Discrimination Releasees in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII respect of the Civil Rights Act Released Matters. Each Shareholder expressly waives, on behalf of 1964such Shareholder and such Shareholder’s Releasors, all rights afforded by any statute which limits the Civil Rights Acts effect of 1991, a release with respect to unknown claims. Each Shareholder understands the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope significance of this release of unknown claims and further waives any rights under statute or common law principles that otherwise prohibit the waiver of statutory protection against a release of unknown claims. The Executive expressly Each Shareholder acknowledges and agrees that the Executive does not as of the date of execution this waiver is an essential and material term of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into payment and benefits to be made under the Employment Agreement, dated as of August 8, 2022, by and between Xxxxxx Xxx (“Executive”) and Clover Health LLC (the Company and the Executive on [DATE], 2021 “Company”) (the “Employment Agreement”), in accordance the sufficiency of which Executive acknowledges, Executive, with the terms intention of binding Executive, and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his Executive’s heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally agrees to release and discharge, to the maximum extent permitted by law, forever discharge the Company, the Company’s pastaffiliates, present subsidiaries, parents, predecessors, successors and future parent organizationsassigns, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future the officers, directors, shareholders, agents, employees, shareholderscounsel and insurers of each of them, trustees, members, partners, attorneys and agents (in each case, individually and case in their official capacities) and each of their respective employee benefit plans capacities (and such plans’ fiduciariestogether, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claimsclaims Executive may have or have had against any of the Released Parties arising prior to or on the dates Executive executes this Agreement, actionsincluding without limitation any and all claims arising out of Executive’s employment with the Company and/or the termination of that employment. Executive understands and agrees that this release is intended to waive all such claims of every kind and nature, chargeswhether known or unknown, controversiesactual or contingent, asserted or unasserted, arising under common law, statutory law or otherwise. This release includes any and all causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind actions or character whatsoever, that the claims Executive ever has had, now has has, or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the dates Executive signs executes this Agreement. This general release of claims includesAgreement including, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, claims arising pursuant to the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990(“ADEA”), Title VII of the Civil Rights Act of 1964Act, the Civil Rights Acts of 1991Family and Medical Leave Act, and the Americans with Disabilities Act, and common, federal, state, and local laws, regulations, rules, and ordinances. Executive also waive any claim to reinstatement or re-employment with the Company following the effective date of Executive’s termination of employment. Except as set forth in this Agreement and/or the Employment Agreement, Executive expressly acknowledges and represents that Executive has received all wages, benefits, compensation, reimbursements, vacation and paid time off, or any other remuneration to which Executive was entitled as an employee of the Company and are not currently aware of any facts or circumstances constituting a claim or cause of action Executive could bring for violation of the Fair Labor Standards ActAct (“FLSA”) or any other federal, the Equal Pay Actstate or local constitution, the Lxxxx Xxxxxxxxx Fair Pay Actstatute, the Fair Credit Reporting Actrule, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practiceregulation, or employee handbook; ● relating common law that applies to or arising from the Executive’s employment relationship. Executive expressly acknowledges and represents that no one has interfered with the Company, the terms Executive’s ability to report possible violations of any law and conditions of it is Released Parties’ policy to encourage such reporting. Executive further acknowledges and represents that employmentExecutive has not suffered any on-the-job injury for which Executive has not already filed a claim, and the termination end of Executive’s employment is not related to any such injury. Executive agrees and acknowledges that employmenthe is releasing claims that he knows about and claims that he may not know about at this time. Because this release specifically covers unknown claims, includingExecutive waives any rights under Section 1542 of the California Civil Code, without limitation or under any comparable law of jurisdiction. Section 1542 states: 31010618 “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and all that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” No claim of any sort is exempt from the above release, except (i) claims that the law does not allow Executive to waive by signing this Agreement, such as claims for discriminationworkers’ compensation benefits (but it does apply to, harassmentwaive and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation claim), retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all (ii) claims for monetary recoveryunemployment benefits, including(iii) Executive’s rights to any vested benefits to which Executive is entitled under the terms of the applicable employee benefit plan, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release (iv) rights of claims includes any and all claims arising up to and including the date the Executive signs and returns arising under, or preserved by, this Agreement and General Release which or Section 6 of the Employment Agreement, (v) rights to indemnification that Executive has or may have against under the Released Partiesby-laws or certificate of incorporation of the Company and the Company’s affiliates or as an insured under any director’s and officer’s liability insurance policy now or previously in force, whether such claims are known and (vi) Executive’s rights as an equity-holder of shares of Class A Common Stock or unknownClass B Common Stock, suspected as applicable, received upon exercise or unsuspectedsettlement of equity awards granted under the equity-based incentive plans of the Company. For the purpose of implementing a full and complete release, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the release given in this Agreement is intended to include, without limitation, claims that Executive does did not as know or suspect to exist in Executive’s favor at the time of the date of Executive’s execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon with which they might be based, would have materially affected the settlement of this matter; and that the consideration provided under this Agreement was also for the release of those claims and General Release have contemplates the extinguishment of any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentsuch unknown claims.

General Release of Claims. In consideration for (a) By signing this Agreement, you agree that the Executive’s promisesSeparation Package, covenants and agreements other benefits set forth in this Agreement constitute adequate consideration for your release and General Release, waiver of claims as set forth below. For valuable consideration you receive from the Company agrees pursuant to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment this Agreement, to which the Executive would not otherwise be entitledyou, the Executive (for himself on behalf of yourself and his your heirs, executors, administrators, beneficiariestrustees, personal representatives representatives, successors and assignsassigns (collectively, the “Releasors”) hereby completelyrelease, foreverwaive and forever discharge all claims, irrevocably demands, causes of actions, administrative claims, obligations, liabilities, claims for punitive or liquidated damages or penalties, any other damages, any claims for costs, disbursements or attorney’s fees, any individual or class action claims, and unconditionally release and dischargeany other claims or demands of any nature whatsoever, to whether asserted or unasserted, known or unknown, absolute or contingent that you or any of the maximum extent permitted by law, other Releasors have or may have against the Company, the Company’s pastany parent, subsidiary, division, affiliated or related entities, its and their present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future former officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciariesemployees, agents, administrators and attorneys, insurers, individually representatives and in their official capacities)consultants, as well as and the current and former trustees and administrators of any predecessors, future successors pension or assigns other benefit plan applicable to the employees or estates former employees of any of them, and the foregoing successors, predecessors and assigns of each (the collectively “Released PartiesReleasees”) from ), arising out of, or in any and all claimsmanner based upon, actionsor related to, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omissionoccurrence, transaction, agreement, occurrence omission or communication that transpired or occurred at any other matter whatsoever occurring up to and including time on or before the date that the Executive signs of your signing of this Agreement. This general release of claims includesWithout limitation to the foregoing, without limitationyou specifically release, any waive and all claimsforever discharge the Releasees from and against: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to your employment by the Company (and/or by any promise, agreement, offer letter, contract (whether oral, written, express or impliedof the other Releasees), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions condition of that employment, and such employment and/or the termination of that such employment, including, without limitation ; any and all claims for discrimination, harassment, retaliation or wrongful discharge that arise under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General ReleaseU.S. Constitution, the Executive expressly waives any right to assert that any such claimNew Jersey Constitution, demandthe New Jersey Law Against Discrimination, obligation or cause of action hasN. J. Rev. Stat. § 10:5-1 et seq., through ignorance or oversightthe New Jersey Family Leave Act, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.N.J.

General Release of Claims. In consideration (a) Except (x) as provided in Sections 5(d), 5(e) and 5(f), (y) compensation and benefits provided under Section 2 for services performed during the Transition Period and (z) for the provisions of this Agreement that expressly survive the termination of the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967Section 3, the Older Workers Benefit Protection Act Executive knowingly and voluntarily (for himself, his spouse, heirs, executors, administrators, agents and assigns) releases and forever discharges the Company and all of 1990its present, former and future affiliates, subsidiaries, predecessors, parents, related companies, successors and assigns; and all of their respective present, former and future managers, directors, officers, shareholders, employees, agents, direct or indirect owners, consultants and attorneys; and all of their respective heirs, assigns and estate representatives; as well as all employee benefit plans maintained by the Company or its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (each of the foregoing, a “Company Party” and, collectively, the “Company Parties”), from any and all claims, losses, suits, controversies, actions, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees or liabilities of any nature whatsoever in law and in equity, whether known or unknown, suspected or claimed against the Company or any of the other Company Parties that the Executive, his spouse or any of his heirs, executors, administrators, agents or assigns, has or may acquire, arising at any time, past or present, through the date that the Executive executes this Agreement (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Acts Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (“ADEA”); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act, ; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act, ; the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, California WARN; the California Fair Employment and Housing Act, ; the Uxxxx Civil California Family Rights Act, ; the California Labor Code; the California Equal Pay Act; the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been ; or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal their state or local statute counterparts; or ordinance not expressly listed aboveunder any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; and ● or under any and all claims public policy, contract or tort, or under common law; or arising under this Agreement; or for monetary recoverycompensation or equity or equity-based compensation; or arising under any policies, includingpractices or procedures of the Company; or any claim for wrongful discharge, without limitationbreach of contract, infliction of emotional distress, or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and fees incurred in these matters) (all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(sforegoing collectively referred to herein as the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentOR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

General Release of Claims. In consideration for of valuable consideration to which Executive is not otherwise entitled, including without limitation the Company’s and the Bank’s promises set forth in this Agreement, the sufficiency of which Executive acknowledges, Executive, on behalf of Executive and Executive’s promisesheirs, covenants executors, representatives and agreements in this Agreement assigns, hereby fully acquits, releases, waives and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by discharges the Company and the Executive on [DATE]Bank, 2021 (the “Employment Agreement”)their affiliated, in accordance with the terms related, parent or subsidiary companies, and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreementtheir predecessors, to which the Executive would not otherwise be entitledsuccessors, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future former officers, directors, employees, shareholders, trustees, committee members, partnersrepresentatives, attorneys and attorneys, agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing employees (the “Released Parties”) from any and all claims, actionsobligations, chargesliabilities, controversiescomplaints, causes of action, suitscharges, rightsdebts, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations demands of any whatever kind or character whatsoever, that the in law or in equity, known or unknown, asserted or unasserted (“Claims”), which Executive has ever had, had or now has or may in against the future claims to have by reason of any actReleased Parties, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, Claims arising out of or in any and way related to Executive’s relationship with any or all claims: ● of discriminationthe Released Parties, harassmentall Claims with respect to any aspect of Executive’s employment, retaliationcompensation, or termination from employment by the Company or the Bank, whether based on contract, tort, federal, state or local statute, law, rule, regulation, local ordinance or any comparable law in any jurisdiction (“Released Claims”). Released Claims include, but are not limited to: all Claims arising from Executive’s employment by the Bank or the Company or the termination of that employment, including Claims for wrongful terminationtermination or retaliation and the terms and conditions of employment; ● all Claims related to Executive’s compensation or benefits, including wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits; all Claims for breach of contract; all tort Claims, whether oralincluding Claims for fraud, writtendefamation, express or implied; breach of covenant of good faith and fair dealingslander, both express and implied; promissory estoppel; libel, disparagement, negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; , personal injury; , negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy; and any other claim for damages or injury Claims of any kind whatsoever; ● for violation or alleged violation , arising from the beginning of any federaltime until the date Executive signs this Agreement, state or municipal in each case whether based on contract, tort, statute, rulelocal ordinance, regulation or ordinanceany comparable law, includingpublic policy or common law in any jurisdiction. By way of example and not in limitation of the foregoing, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Released Claims include any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Acts Act of 1991, ; the Americans with Disabilities Act, the Fair Labor Standards Act42 U.S.C. 12101 et seq., the Equal Pay ActAge Discrimination in Employment Act (“ADEA”), the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 621 et seq.; the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended29 U.S.C. § 2601 et seq.; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied“ERISA”), understanding29 U.S.C. § 1001 et seq.; the California Fair Employment and Housing Act, personnel Cal. Gov. Code §12900 et seq., the California Labor Code and the orders of the California Industrial Welfare Commission. The Parties intend for this release to be enforced to the fullest extent permitted by law. Executive understands and the Company agrees that Executive is not waiving any right or Claims that cannot be waived as a matter of law, such as workers’ compensation Claims, Claims for indemnification under California Labor Code Section 2802, Claims for unemployment insurance benefits, Executive’s right to vested equity or other vested benefits, rights created by this Agreement, or as otherwise set forth in this General Release. The Parties further agree that Released Claims shall not include Claims for indemnity under any applicable employer insurance policy or practice, or employee handbook; ● relating to or arising from under the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as bylaws of the date of execution of this Agreement and General Release have any known Company or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentBank. EXECUTIVE UNDERSTANDS AND AGREES THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a) In exchange for the payments described in Section 5 of the Employment special severance pay and benefits provided to you under this Agreement, to which the Executive you would not otherwise be entitled, the Executive (for himself on your own behalf and his that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, foreveryou agree that this Agreement shall be in complete and final settlement of any and all causes of action, irrevocably rights and unconditionally release and dischargeclaims (“Claims”), to whether known or unknown, that you have had in the maximum extent permitted by lawpast, now have, or might now have against the Company, the Company’s past, present its Affiliates and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each all of their respective past, present and future directors, shareholders, officers, directorsmembers, managers, general and limited partners, employees, shareholdersemployee benefit plans, administrators, attorneys, trustees, membersagents, partnersrepresentatives, attorneys successors and agents (in each caseassigns, and all others connected with any of them, both individually and in their official capacities) and each of their respective employee benefit plans capacities (and such plans’ fiduciariescollectively, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) ). You hereby release and forever discharge the Released Parties, from any and all claimssuch Claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, limitation any and all claims: ● Claims in any way related to, connected with or arising out of discrimination, harassment, retaliationyour employment or its termination, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991Act, the Americans with Disabilities Act, the Fair Labor Standards Age Discrimination in Employment Act (ADEA), as amended by the Older Workers Benefit Protection Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act Act, the wage and hour, wage payment and fair employment practices laws and statutes of 1974 the Commonwealth of Massachusetts and any other state or states in which you have performed work for the Company (excluding COBRA); ● each as amended from time to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or impliedtime), understandingany public policy, personnel policy statutory, contract, tort or practicecommon law, any basis for recovering costs, fees, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, other expenses including attorneys’ fees, experts’ feesand/or any other federal, costs state or local law, regulation or other requirement. You acknowledge and disbursements. The Executive expressly acknowledges agree that this general release of claims includes any is a general, and all claims arising up to and including not a limited, release. Notwithstanding the date the Executive signs and returns foregoing, however, nothing contained in this Agreement and General Release which the Executive has shall constitute a release or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as waiver of the date of execution of this Agreement Company’s or its insurer’s obligations to indemnify, defend, and General Release have any known hold you harmless pursuant to Company by-laws, policies, or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentinsurance contracts.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General ReleaseFor valuable consideration, the Company agrees to make receipt and adequacy of which are hereby acknowledged, the payments provided under Section 5 of the employment agreement entered into by the Company undersigned does hereby release and the Executive on [DATE], 2021 (forever discharge the “Employment Agreement”Releasees” hereunder, consisting of Xenia Hotels & Resorts, Inc. and its direct and indirect subsidiaries (including, without limitation, XHR Holdings, Inc., XHR LP and XHR Management, LLC), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective pastpartners, present and future officersassociates, affiliates, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, employees, shareholdersrepresentatives, trusteeslawyers, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and all persons acting by, through, or under or in their official capacities)concert with them, as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) them, of and from any and all claims, manner of action or actions, charges, controversies, cause or causes of action, in law or in equity, suits, rightsdebts, liens, contracts, agreements, promises, liability, claims, demands, liabilitiesdamages, obligations, damageslosses, costs, attorneys’ fees or expenses, attorneys’ fees, damages and obligations of any kind or character nature whatsoever, that known or unknown, fixed or contingent, which the Executive ever had, undersigned now has or may in hereafter have against the future claims to have Releasees, or any of them, by reason of any actmatter, conductcause, omission, transaction, agreement, occurrence or any other matter thing whatsoever occurring up arising from the beginning of time to and including the date that the Executive signs this Agreementhereof (hereinafter called “Claims”). This general release of claims includesThe Claims released herein include, without limitationlimiting the generality of the foregoing, any and all claims: ● of discriminationClaims in any way arising out of, harassment, retaliationbased upon, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damagesrelated to the undersigned’s employment by the Releasees, or any other of them, or the termination thereof; any claim for damages wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or injury other benefits; any claim for benefits under any stock option, restricted stock, restricted stock unit or other equity-based incentive plan of the Releasees, or any of them (or any related agreement to which any Releasee is a party); any alleged breach of any kind whatsoeverexpress or implied contract of employment; ● for violation any alleged torts or other alleged legal restrictions on the Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or municipal statute, rule, regulation local statute or ordinance, ordinance including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Age Discrimination in Employment Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Americans With Disabilities Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act Act, the National Labor Relations Act, each as amended. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have with respect to (i) payments or benefits to which the undersigned may be entitled under Section 2 of 1974 the Separation Agreement, dated as of April 21, 2020, by and between the undersigned and Xenia Hotels & Resorts, Inc. (excluding COBRAthe “Company”); ● to , XHR Management, LLC and XHR LP, (ii) payments or benefits under any nonagreement evidencing outstanding equity-vested ownership interest based awards in the CompanyCompany or its subsidiaries held by the undersigned, contractual (iii) accrued or otherwisevested benefits the undersigned may have, includingif any, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have hereof under any known applicable plan, policy, practice or suspected claim(s) against any program of the Released Parties Company or its subsidiaries, (iv) rights to indemnification arising under any indemnification agreement between the factual foundation for which involve(s) unlawful discrimination undersigned and the Company or harassmentits subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation of other similar governing document of the Company or its subsidiaries. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990 (THE “OWBPA”), THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. In consideration of the payments and other consideration provided for the Executive’s promises, covenants and agreements in this Agreement Agreement, that being good and General Releasevaluable consideration, the Company agrees to make the payments provided under Section 5 receipt, adequacy and sufficiency of the employment agreement entered into which are acknowledged by the Company you, you, on your own behalf and the Executive on [DATE]behalf of your agents, 2021 administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Employment AgreementReleasing Parties”), in accordance with the terms do hereby fully release, remise, acquit and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreementforever discharge Capital One and its parent, to which the Executive would not otherwise be entitledsubsidiary and affiliated corporations, the Executive (for himself organizations and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies including without limitation CAPITAL ONE FINANCIAL CORPORATION, CAPITAL ONE BANK, CAPITAL ONE, F.S.B., CAPITAL ONE SERVICES, INC., CAPITAL ONE AUTO FINANCE, PEOPLEFIRST, INC., and divisions AMERIFEE CORPORATION INC., and each of them, and all of their respective past, present and future divisions, departments, units, affiliates, partners, joint ventures, stockholders, predecessors, successors, assigns, insurers, officers, directors, employees, shareholdersagents, trustees, members, partnersrepresentatives, attorneys and agents independent contractors of all such released corporations, organizations and entities (in each casecollectively, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) ), and each of them, jointly and severally, from any and all claims, actionsrights, chargesdemands, controversiesdebts, obligations, losses, causes of action, actions, suits, rightscontroversies, demandssetoffs, liabilitiesaffirmative defenses, obligationscounterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages liabilities and obligations indemnities of any kind or character whatsoevernature whatsoever (collectively, that the Executive ever had“Claims”), now has whether known or may in the future claims to have by reason of any actunknown, conductsuspected or unsuspected, omissionaccrued or unaccrued, transactionwhether at law, agreementequity, occurrence administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other matter whatsoever occurring up Mx. Xxxxx X. Willey July 8, 2003 Page 10 kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to and including your employment with Capital One or the date termination of that the Executive signs this Agreement. This general release of claims includes, without limitation, employment or any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damagescircumstances related thereto, or any other claim for damages matter, cause or injury thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of any civil rights of whatever kind whatsoever; ● for violation or alleged violation of any federalnature, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, including without limitation all claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts Act of 1991, the Americans with Disabilities ActCivil Rights Acts of 1866 and/or 1871, the Fair Labor Standards ActAmericans With Disabilities Act of 1990, the Age Discrimination in Employment Act (“ADEA”), Executive Order 11246, the Equal Pay ActAct of 1963, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification ActRehabilitation Act of 1973, the Family & and Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act1993, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practicestate human rights act, or employee handbook; ● relating to any other applicable federal, state or arising from the Executive’s local employment with the Companydiscrimination statute, the terms and conditions of that employment, and the termination of that employmentlaw or ordinance, including, without limitation any and all disability claims for discrimination, harassment, retaliation or wrongful discharge under any common law theorysuch laws. You further agree that you will not file or permit to be filed on your behalf any such Claim. However, public policy the Releasing Parties are not releasing rights they have, if any, under any qualified employee retirement plan or under this Agreement nor are the Releasing Parties releasing any rights or claims that may arise after the date on which you sign this Agreement. In addition, you are not releasing any rights to, or claims for, indemnification from Capital One pursuant to (x) its Restated Certificate of Incorporation and Restated Bylaws or (y) Capital One’s Board of Directors’ Resolutions, dated November 1, 2002 and December 6, 2002, and any undertaking signed by the Executive in connection therewith, to the extent such indemnification by Capital One is permitted by federal or Delaware law. Those rights, and only those rights, survive unaffected by this Agreement. Notwithstanding any provision of this Agreement to the contrary, this release is not intended to interfere with your right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim you believe you may have against Capital One or its affiliates. However, by executing this Agreement, you hereby waive the right to recover in any proceeding you may bring before the EEOC or any federal state human rights commission or local statute in any proceeding brought by the EEOC or ordinance any state human rights commission on your behalf. In addition, this release is not expressly listed above; and ● intended to interfere with your right to challenge that your waiver of any and all potential ADEA claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up pursuant to and including the date the Executive signs and returns this Agreement is a knowing and General Release which the Executive has or may voluntary waiver, notwithstanding your specific representation that you have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing entered into this Agreement (including this release) knowingly and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentvoluntarily.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a) In exchange for the payments described in Section 5 of the Employment Consulting Equity Award and other benefits provided to you under this Agreement, to which the Executive you would not otherwise be entitled, and other good and valuable consideration, the Executive (for himself receipt and his sufficiency of which is hereby acknowledged, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns) , you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment or your other association with the Company or any of its Affiliates or the termination of the same or the Employment Agreement or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement, and you hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, forever discharge the Company, the Company’s past, present its Affiliates and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each all of their respective past, present and future directors, shareholders, officers, directorsmembers, managers, general and limited partners, employees, shareholdersemployee benefit plans, administrators, trustees, membersagents, partnersrepresentatives, attorneys predecessors, successors and agents (in each caseassigns, and all others connected with any of them, both individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, such causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages rights and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreementclaims. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted Excluded from the scope of this release and further waives of claims are any rights under statute or common law principles claims that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does may not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentbe released pursuant to applicable law.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreementand benefits, and other consideration provided to which the Executive would you by this Agreement that you are not otherwise be entitledentitled to receive, the Executive you, on behalf of yourself, your spouse and child or children (for himself and his if any), agents, representatives, attorneys, assignees, heirs, beneficiaries, devisees, executors, administratorsadministrators and successors in interest, beneficiaries, personal representatives hereby generally and assigns) hereby completely, forever, irrevocably and unconditionally completely release and dischargeforever discharge the Company and all of its current, former, and future owners, directors, officers, members, managers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and past, present, and future owners, directors, officers, members, managers, shareholders, agents, associates, representatives, employees, attorneys, insurers, and any other predecessors, successors, assigns, or legal representatives of any of them (all of the above collectively, the “Released Parties”), to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claimsliability, actions, charges, controversies, causes of action, suitsclaims, rightscharges, complaints, demands, liabilitiesgrievances, obligations, losses, damages, costsinjuries and legal responsibilities, expenses, attorneys’ fees, damages and obligations of any kind or character type whatsoever, that the Executive whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Employee ever hadhad or held, now has or holds or hereafter can, shall or may have or hold against the Released Parties, based on any claims or occurrences arising prior to the Effective Date of this Agreement (collectively, “Released Claims”). Released Claims defined in the future immediately preceding sentence and released herein by Employee as to the Released Parties include, without limitation: (1) all claims arising out of or in any way related to have by reason your employment with the Company, or the termination of any actthat employment; (2) all claims related to your compensation or benefits from the Company, conductincluding salary, omissionbonuses, transactioncommissions, agreementvacation pay, occurrence expense reimbursements, severance pay, fringe benefits, profits interests, or any other matter whatsoever occurring up to and including equity or ownership interests in the date that the Executive signs this Agreement. This general release of Company; (3) all claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oralwrongful termination, written, express or implied; and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, both express and implied; promissory estoppel; negligent or intentional infliction of including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or and (5) any other claim for damages under present or injury of any kind whatsoever; ● for violation or alleged violation of any future federal, state or municipal statute, rule, regulation local statute or ordinancelaw, including, but not limited to, the Age Discrimination in Employment Act of 1967claims under New York , the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities ActUtah and California statutes, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay National Labor Relations Act, the Fair Credit Reporting Labor Management Relations Act, Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, as amended, Civil Rights Act of 1991, Americans with Disabilities Act, as amended, Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Rehabilitation Act, Executive Order 11246, Family and Medical Leave Act, Xxxxxxxx-Xxxxx Act of 2002, Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Consolidated Omnibus Budget Reconciliation Act, the Sxxxxxxx-Xxxxx Act Code of 2002Federal Regulations, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under any other federal, state, municipal or other governmental statute, regulation, ordinance or order, except for those claims that cannot be released as a matter of law. You further acknowledge and agree that except for the Employee Retirement Income Security Act rights and obligations created by this Agreement no other payments or benefits, of 1974 (excluding COBRA); ● any nature, are due to you from any non-vested ownership interest in of the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to Released Parties for any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employmentreason whatsoever, and the termination Released Parties shall have no other obligations to you. You further understand and acknowledge that you cannot and will not file any cause of action, claim, charge or lawsuit for the purpose of obtaining any monetary award, reinstatement of his employment or for any equitable relief. You also understand and acknowledge that you shall not seek or apply for re-employment with any of the Released Parties. You further understand and acknowledge that the term “employment, including, without limitation ” in this Agreement shall refer to any and all claims for discrimination, harassment, retaliation or wrongful discharge under services you provided to any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such in the capacity of employee or otherwise. You further acknowledge and understand that you are not releasing any claim that cannot be waived under applicable state or federal law. You are not releasing any claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution for breach of this Agreement and General Release any claims arising after the Effective Date of this Agreement. You are not releasing any rights that you have to be indemnified (including any known right to reimbursement of expenses) arising under applicable law, any indemnification agreement between you and the Company, or suspected claim(s) against any directors’ and officers’ liability insurance policy of the Released Parties Company or with respect to any right to equity in the factual foundation for which involve(s) unlawful discrimination Company held by you, pursuant to an applicable written grant, purchase or harassmentaward agreement.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● · of discrimination, harassment, retaliation, or wrongful termination; ● · for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● · for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● · for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● · to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● · arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● · relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● · any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.

General Release of Claims. In (a) By executing this Agreement, you, in consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE]terms set forth herein, 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally fully and forever waive, discharge and release and dischargethe Bank, to the maximum extent permitted by law, the Company, the Company’s past, its present and future parent organizationsformer officers, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officersowners, directors, employees, shareholders, trustees, members, partners, employees, representatives, attorneys, agents, corporate parents, divisions, affiliates, subsidiaries, predecessors, transferees, insurers, reinsurers, pension and employee benefit plans, successors and assigns (and present and former officers, owners, directors, shareholders, members, partners, employees, representatives, attorneys and agents (in each caseof such corporate parents, individually divisions, affiliates and subsidiaries, predecessors, transferees, insurers, reinsurers, pension and employee benefit plans, successors and assigns), in their official capacities) corporate and each of their respective employee benefit plans individual capacities (and such plans’ fiduciariestogether, agents, administrators and insurers, individually and in their official capacities“Releasees”), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all manner of waivable claims, demands, actions, charges, controversies, causes of action, suitsjudgments, rights, demandsfees, damages, debts, obligations, liabilities, obligations, damages, costs, expenses, and expenses (inclusive of attorneys’ fees, damages and obligations ) of any kind or character whatsoever, whether known or unknown, civil or criminal, vested or contingent, asserted or unasserted, legal or equitable, that the Executive you, and/or your heirs, executors, representatives, administrators, agents, successors or assigns ever had, now has have or may now have from the beginning of time through the date you execute this Agreement against them, or any of them, of any nature or description assertable in any forum, including, but not limited to, those claims that arise out of or are in connection with your employment with the future claims to have Bank or the termination thereof, by reason of any actual or alleged act, conduct, omission, transaction, agreementpractice, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includesmatter, without limitationincluding, but not limited to, any claim, charge or cause of action for indemnification, fraud, slander, libel, misrepresentation, defamation, infliction of emotional distress, pain and all claims: ● suffering, reinstatement, negligence, tortious interference with contract or prospective business advantage, promissory estoppel, detrimental reliance, invasion of discriminationprivacy, harassmentfailure to pay wages or benefits due or other money owed including, retaliationbut not limited to, or wrongful termination; ● for bonuses, commissions, incentive compensation, vacation, and severance, that may be legally released and waived, breach of contract, whether oral, oral or written, whether express or implied; implied in fact or law, wrongful discharge in violation of public policy, breach of implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent harassment, discrimination or intentional infliction of emotional distress; fraud; negligent retaliation on the basis of, inter alia, age, race, color, creed, national origin, sex, pregnancy, sexual orientation, military status, disability, actual or intentional misrepresentation; negligent perceived predisposing genetic characteristics or intentional interference with contract genetic carrier status, domestic violence victim status, genetic information, citizenship status, nationality, affectional preference or prospective economic advantage; unfair business practices; defamation; libel sexual orientation, gender identity or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory expression, civil union, domestic partnership or punitive damagesmarital status, veterans’ status or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of impermissible factor, under any federal, state or municipal statutelocal law, rulerule or regulation, regulation whether based on statutory or ordinancecommon law, including, but not limited to, Title VII of the Age Discrimination in Employment Civil Rights Act, as amended, the Civil Rights Act of 19671966, the Families First Coronavirus Response Act, the Civil Rights Act of 1991, the Rehabilitation Act, as amended, the federal Family and Medical Leave Act, Executive Orders 11246 and 11141, the Employee Retirement Income Security Act of 1974, the Uniform Services Employment and Reemployment Rights Act, the Americans with Disabilities Act, the federal Equal Pay Act, the National Labor Relations Act, the Immigration Reform and Control Act, the Fair Credit Reporting Act, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964Act, the Civil Rights Acts of 1991, the Americans with Disabilities Occupational Health and Safety Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, the Worker Adjustment Retraining and Notification Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay ActNew Jersey Wage and Hour Law, the Fair Credit Reporting ActNew Jersey Wage Payment Law, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response New Jersey Wage Theft Act, the New York State Human Rights LawJersey Law Against Discrimination, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Jersey Civil Rights Act, the California False Claims Act, the California New Jersey Family Rights Act, the California New Parent Leave Act, the California Labor CodeMillville Dallas Airmotive Plant Job Loss Notification Act, any California Industrial Welfare Commission Wage Orderthe New Jersey Occupational Safety and Health Law, any California wage and hour lawthe New Jersey Smokers Rights Law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all retaliation claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the CompanyNew Jersey Workers’ Compensation Law, the terms and conditions of that employmentNew Jersey Earned Sick Leave Law, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentNew Jersey Genetic Privacy Act.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a) In exchange for the payments described in Section 5 of the Employment special benefits provided to you under this Agreement, to which the Executive you would not otherwise be entitled, and other good and valuable consideration, the Executive (for himself receipt and his sufficiency of which is hereby acknowledged, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns) , you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, that you have had in the past, now have, or might now have, against the Companies or any of their Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of your employment or your other association with the Companies or any of their Affiliates or the termination of the same, or the Employment Agreement, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the fair employment practices laws and statutes of the state or states in which you have provided services to the Companies or any of their Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “Claims”), and you hereby completely, forever, irrevocably and unconditionally release and dischargeforever discharge the Companies, to the maximum extent permitted by law, the Company, the Company’s past, present their Affiliates and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each all of their respective past, present and future directors, shareholders, officers, directorsmembers, managers, general and limited partners, employees, shareholdersemployee benefit plans, administrators, trustees, membersagents, partnersrepresentatives, attorneys predecessors, successors and agents (in each caseassigns, and all others connected with any of them, both individually and in their official capacities) and each of their respective employee benefit plans capacities (and such plans’ fiduciariescollectively, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) ), from any and all claimssuch Claims. In addition, actionsyou hereby waive any notice otherwise required for any meeting of the board of directors of the Companies occurring after the date set forth above. Notwithstanding the foregoing, chargesClaims does not include any (i) payments, controversiesbenefits and other rights provided under this Agreement, causes of action(ii) right you may have with respect to any vested 401(k) benefits, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that vested benefits under the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence Deferred Compensation Plan or any other vested benefit provided under any employee benefit plan of the Companies that you may have as of the Resignation Date, (iii) rights that you may have to indemnification, including under that certain Indemnification Agreement, by and between you and Parent (the “Indemnification Agreement”) or any rights to coverage under any D&O insurance or employment practices liability insurance policy maintained by the Companies or (iv) any claims that cannot be released as a matter whatsoever occurring up to and including the date that the Executive signs of law. Nothing in this Agreement. This general release of claims includes, without limitation, Agreement shall expand or vitiate any and all claims: ● obligations, to the extent existing as of discriminationthe Resignation Date, harassment, retaliation, or wrongful termination; ● to provide a defense for breach you arising out of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinanceyour employment at the Companies, including, but not limited toto any obligations under the Indemnification Agreement or any D&O insurance or employment practices liability insurance policy maintained by the Companies. For the avoidance of doubt, the Age Discrimination in Employment Act consideration provided for your release of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, claims under the California Fair Employment and Housing Act, Act are the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage Companies’ commitments in Sections 6(c) and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope 7 of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In consideration for By signing this Agreement, you agree that the Executive’s promisesSeparation Package, covenants and agreements other benefits set forth in this Agreement constitute adequate consideration for your release and General Release, waiver of claims as set forth below. For valuable consideration you receive from the Company agrees pursuant to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment this Agreement, to which the Executive would not otherwise be entitledyou, the Executive (for himself on behalf of yourself and his your heirs, executors, administrators, beneficiariestrustees, personal representatives representatives, successors and assignsassigns (collectively, the “Releasors”) hereby completelyrelease, foreverwaive and forever discharge all claims, irrevocably demands, causes of actions, administrative claims, obligations, liabilities, claims for punitive or liquidated damages or penalties, any other damages, any claims for costs, disbursements or attorney’s fees, any individual or class action claims, and unconditionally release and dischargeany other claims or demands of any nature whatsoever, to whether asserted or unasserted, known or unknown, absolute or contingent that you or any of the maximum extent permitted by law, other Releasors have or may have against the Company, the Company’s pastany parent, subsidiary, division, affiliated or related entities, its and their present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future former officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciariesemployees, agents, administrators and attorneys, insurers, individually representatives and in their official capacities)consultants, as well as and the current and former trustees and administrators of any predecessors, future successors pension or assigns other benefit plan applicable to the employees or estates former employees of any of them, and the foregoing successors, predecessors and assigns of each (collectively “Releasees”), arising out of, or in any manner based upon, or related to, any act, occurrence, transaction, omission or communication that transpired or occurred at any time on or before the “Released Parties”) date of your signing of this Agreement. Without limitation to the foregoing, you specifically release, waive and forever discharge the Releasees from and against: any and all claimsclaims arising out of or relating to your employment by the Company (and/or by any of the other Releasees), actions, charges, controversies, causes the terms and conditions of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations such employment and/or the termination of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, such employment; any and all claims: ● of claims that arise under the U.S. Constitution, the New Jersey Constitution, the New Jersey Law Against Discrimination, N. J. Rev. Stat. § 10:5-1 et seq., the New Jersey Family Leave Act, N.J. S.A. § 34:11B-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J. Stat. § 34:19-1 et seq., and any claims under any other New Jersey or other state or local anti-discrimination, harassmentemployment or human rights laws or regulations, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967Act, the Older Workers Benefit Protection Act of 199029 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Fair Labor Standards ActEmployee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment federal Family and Retraining Notification Act, the Family & Medical Leave Act, 29 U.S.C. § 2601 et seq., the SxxxxxxxNational Labor Relations Act, 29 U.S.C. § 151 et seq., the Genetic Information Nondiscrimination Act, 42 U.S.C. § 2000ff et seq., the Xxxxxxxx-Xxxxx Act, 15 U.S.C. § 7201 et seq., the Fair Labor Standards Act of 20021938, 29 U.S.C. § 201 et seq., and any amendments to any of the above; any and all claims arising under any other local, state or federal False Claims Actconstitution, the Family First Coronavirus Response Actstatute, the New York State Human Rights Lawordinance, the New York City Human Rights Lawregulation or order, the New York Civil Rights Lawor that involve claims for discrimination or harassment based on age, the New York Labor Lawrace, New York religion, creed, color, national origin, citizenship, ancestry, affectional or sexual orientation, sexual preference, gender identity or expression, military or veterans status, sex, disability, marital status, parental status, pregnancy, genetic information, or any other legally protected category or characteristic; any and all claims for wages, salary, commissions, bonuses, equity, incentives, insurance, paid family leave and unpaid leave, expense reimbursement, or other compensation; any and all claims for retaliation, reprisal, wrongful discharge, breach of contract (express or implied); any and all whistleblower claims under any federal, state or local law or regulation or under common law; any violation of express or implied employment agreements, the New York False Claims Actcovenants, promises or duties, intellectual property or proprietary rights, and/or any New York wage and hour lawsother tortious conduct, the California Fair Employment and Housing Actsuch as assault or battery, the Uxxxx Civil Rights Actbackground check violations, the California False Claims Actdefamation, the California Family Rights Actdetrimental reliance, the California New Parent Leave Actfiduciary breach, the California Labor Codefraud, any California Industrial Welfare Commission Wage Orderindemnification, any California wage and hour lawintentional or negligent infliction of emotional distress, in each caseinterference with contractual or other legal rights, as such laws have been invasion of privacy, loss of consortium, misrepresentation, negligence (including negligent hiring, retention, or may be amendedsupervision), personal injury, promissory estoppel, public policy violation, retaliatory discharge, safety violations; ● for employee benefitsposting or records-related violations or other federal, state or local statutory or common law cause of action, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discriminationcompensatory, harassmentemotional or distress damages, retaliation punitive or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitationliquidated damages, attorneys’ fees, experts’ feescosts, costs and interest, penalties or disbursements. The Executive expressly acknowledges that this [ADD THE APPLICABLE STATE PROVISIONS BELOW, IF ANY, FOR EMPLOYEES WHO RESIDE IN OR ARE BASED IN CA, MA, MN, MO, ND, RI, SD or WV (I.E., ”BASED IN” MEANING THE CANTEL OFFICE WHERE HE/SHE REPORTS). DELETE INAPPLICABLE PROVISIONS] [California: Because you work or reside in California, you waive all rights under California Civil Code § 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of claims includes any and all claims arising up to and including executing the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute that, if known by him or common law principles that otherwise prohibit her, would have materially affected his or her settlement with the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known debtor or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentreleased party.]

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a. In exchange for the payments described in Section 5 of the Employment consideration provided to Employee pursuant to this Agreement, to which the Executive would not otherwise be entitledEmployee, the Executive (for himself on behalf of Employee and his all of Employee’s spouse, heirs, executors, administrators, beneficiariessuccessors, personal representatives and assigns (collectively, “Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parents, affiliates, subsidiaries, divisions, predecessor companies, related companies, their successors and assigns) hereby completely, forevertheir affiliated and predecessor companies and the current and former employees, irrevocably attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and unconditionally release agents thereof, and dischargethe current and former trustees or administrators of any pension or other benefit plan applicable to Employee or any other current or former Employees of the Company, to and investment funds or other investment vehicles managed by any of the maximum extent permitted by lawforegoing and/or for which they perform services (collectively, with the Company, the Company“Company Group” and each a “Company Group Member”), and each Company Group Member’s pastrespective current and former directors, present and future parent organizationsmembers, subsidiaries and other affiliated entitiestrustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies and divisions and each of their respective pastcompanies, present and future divisions, officers, directors, employees, shareholdersagents, trusteesinsurers, membersrepresentatives, partnersand attorneys (collectively with the Company Group, attorneys and agents (in each case, individually and in their official capacities) referred to as “Releasees,” and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacitiesa “Releasee”), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) and from any and all claims, actionsincluding statutory claims, chargesregulatory claims and claims under this Agreement, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, rights, actions and causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations losses or liabilities of any kind nature whatsoever in law and in equity and any other claims, liabilities or character whatsoevermatters, that known or unknown, suspected or unsuspected, foreseen or unforeseen, whether accrued or contingent, which Employee or any of the Executive ever other Releasors had, now has or may in have against the future claims to have Releasees, or any of them, from the beginning of time through the date of Employee’s execution of this Agreement, including, but not limited to, by reason of any actof, conductarising out of, omissionconnected with, transactionor concerning Employee’s employment or service with the Company, agreement, occurrence except claims that the law does not permit Employee or any other matter whatsoever occurring up of the Releasors to and including waive (collectively, the date “Released Claims”). Employee acknowledges that the Executive signs this Agreement. This general release of claims includesReleased Claims specifically include, without limitationbut are not limited to, any and all claims: ● of discriminationclaims for fraud, harassment, retaliation, or wrongful termination; ● for breach of express or implied contract, whether oral, written, express or implied; breach of the implied covenant of good faith and fair dealing, both express and implied; promissory estoppel; interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent or intentional infliction of emotional distress; fraud; , whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slander, or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion breach of privacy; personal injuryclaims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; compensatory claims related to equity or punitive damagesequity-based awards or costs, or other grants, awards, or warrants; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, under Title VII of the Civil Rights Act of 19641964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Acts Act of 1991, the Americans with Disabilities Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Act, the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 301, et seq., the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Labor Management Relations Act, the Fair Credit Reporting National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification ActAct (“WARN”), 29 U.S.C. §§ 2101 et seq., the Family & Medical Leave ActGenetic Information Nondiscrimination Act of 2008 (“GXXX”) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising under the Sxxxxxxx-Xxxxx Act of 20022002 (Public Law 107-204), the federal False Claims Actincluding whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, the Family First Coronavirus Response Actand any and all other foreign, the New York State Human Rights Lawfederal, the New York City Human Rights Lawstate, the New York Civil Rights Lawor local laws, the New York Labor Law, New York paid family leave common law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour or case law, in each caseincluding but not limited to all statutes, regulations, common law, and any other applicable law, as such laws have been or may be are amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release releases, acquits and discharge, to the maximum extent permitted by law, forever discharges the Company, the Company’s past, present its affiliated and future parent organizations, subsidiaries and other affiliated related entities, related companies its and divisions and each of their respective pastpredecessors, present successors and future officersassigns, directors, employees, shareholders, trustees, members, partners, attorneys its and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and fiduciaries of such plans’ fiduciaries, agentsand the current and former officers, administrators directors, shareholders, employees, attorneys, accountants and insurers, individually and agents of each of the foregoing in their official capacities), and personal capacities (collectively referred to as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) generally from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ feesdebts, damages and obligations liabilities of any kind every name and nature, known or character whatsoeverunknown (“Claims”) that, that as of the date when Executive signs this Agreement, Executive has, ever had, now has or may in the future claims to have by reason or ever claimed to have had against any or all of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this AgreementReleasees. This general release of claims includes, without limitation, any all Claims: relating to Executive’s employment by and all claims: ● termination of discrimination, harassment, retaliation, or employment with the Company; of wrongful terminationdischarge; ● for of breach of contract, whether oral, written, express or implied; of breach of covenant the Prior Employment Agreement; of good faith and fair dealing, both express and implied; promissory estoppel; negligent retaliation or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any discrimination under federal, state or municipal statute, rule, regulation or ordinance, local law of the United States (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act Act, Claims of 1967disability discrimination or retaliation under the Americans with Disabilities Act, the Older Workers Benefit Protection Act and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, the Civil Rights Acts bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; and for damages or other remedies of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefitssort, including, without limitation, any compensatory damages, punitive damages, injunctive relief and all claims attorney’s fees; provided, however, that this release shall not affect his rights under this Agreement (including Executive’s rights under the Employee Retirement Income Security Act of 1974 (excluding COBRAother agreements to the extent referred to in Section 19); ● . As a material inducement to the Company to enter into this Agreement, Executive represents that he has not assigned to any non-vested ownership interest in the Company, contractual third party and has not filed with any agency or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to court any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that Claim released by this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In Employee agrees that the consideration for the Executive’s promises, covenants and agreements outlined above represents settlement in this Agreement and General Release, the Company agrees full of all outstanding obligations owed to make the payments provided under Section 5 of the employment agreement entered into Employee by the Company and its officers, managers, supervisors, agents and employees, and such commitments by the Executive Company represent good and valuable consideration in return for all obligations of Employee herein, including the releases herein. Employee, on [DATE]his own behalf, 2021 (the “Employment Agreement”)and on behalf of his respective heirs, in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirsfamily members, executors, administratorsagents, beneficiaries, personal representatives and assigns) , hereby completely, forever, irrevocably fully and unconditionally release forever releases the Company and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future its officers, directors, employees, agents, investors, shareholders, trusteesadministrators, membersaffiliates, partnersaffiliated or associated companies or entities, attorneys divisions, subsidiaries, predecessor and agents (in each casesuccessor corporations, individually and in their official capacities) assigns, from, and each agrees not to xxx concerning, any claim, duty, obligation or cause of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as action relating to any predecessors, future successors or assigns or estates matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of the foregoing (the “Released Parties”) from this Agreement including, without limitation: any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind claims relating to or character whatsoever, that arising from Employee’s employment relationship with the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence Company or any other matter whatsoever occurring up relationship with affiliated or associated companies, and the termination of those relationships, including but not limited to, claims relating to or arising from the Offer Letter or the Change of Control Agreement; any and including all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the date that the Executive signs this Agreement. This general release of claims includesCompany, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; any and all claims: ● claims under any and all laws of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination, ; harassment, ; retaliation, or wrongful termination; ● for breach of contract, whether oral, written, both express or and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or libel; slander; negligence; personal injury; assault; battery; invasion of privacy; personal injuryfalse imprisonment; compensatory or punitive damages, or and conversion; any other claim and all claims for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities ActAct of 1990, the Fair Labor Standards Act, the Equal Pay ActEmployee Retirement Income Security Act of 1974, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the The Worker Adjustment and Retraining Notification Act, Older Workers Benefit Protection Act; the Family & and Medical Leave Act, ; the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims California Family Rights Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, ; the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, and the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive unitsCalifornia Labor Code Sections 1400-1408; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discriminationviolation of the federal, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state state, constitution, or local statute for violation of any other U.S. or ordinance not expressly listed aboveforeign statutes or laws; any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; Any claim for salary, bonus, or other cash consideration any claim related to equity, RSUs, MSUs, Employee Stock Purchase Plan, stock options, vesting or acceleration of vesting, or other compensation; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs fees and disbursementscosts. The Executive expressly acknowledges that this general release Company on behalf of claims includes any itself and all those who may make claims arising up through it hereby fully and forever releases Employee from, and agrees not to and including the date the Executive signs and returns this Agreement and General Release which the Executive has xxx concerning, any claim, duty, obligation or may have against the Released Partiescause of action relating to any matters of any kind, whether such claims are presently known or unknown, suspected or unsuspected, asserted that Company may possess arising from any omissions, acts or un-assertedfacts that have occurred up until and including the Effective Date of this Agreement, disclosed except for claims for fraud or undisclosedmisappropriation of trade secrets. By signing this Agreement and General ReleaseAs of the Effective Date, the Executive Company is not aware of any fact which would support directly or indirectly any claim for fraud or misappropriation of trade secrets against Employee. The Company and Employee agree that the releases set forth above in this section will be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations expressly waives any incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to the following, but solely to the extent the following cannot be released as a matter of law according to applicable laws: (1) Employee’s right to assert file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such claim, demand, obligation filing or cause participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of action has, through ignorance or oversight, been omitted claims herein bars Employee from recovering such monetary relief from the scope of this release and further waives any rights Company); (2) claims under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as Division 3, Article 2 of the date California Labor Code (which includes California Labor Code section 2802 regarding indemnity for necessary expenditures or losses by employee); and (3) claims prohibited from release as set forth in California Labor Code section 206.5 (specifically “any claim or right on account of execution wages due, or to become due, or made as an advance on wages to be earned, unless payment of this Agreement and General Release have such wages has been made”)or rights, if any, by Employee to indemnification under any known charter document or suspected claim(s) against any agreement of the Released Parties the factual foundation for which involve(s) unlawful discrimination Company or harassmentpolicy of insurance.

General Release of Claims. In consideration for I, (Executive Name) (hereinafter referred to as the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the "Releasing Party," “Employment AgreementI,” or “me”), do as follows in accordance consideration for STAAR Surgical Company's agreement to provide me with the terms payments and subject to benefits referenced in the conditions of such Employment "STAAR Surgical Company Severance Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, " to which the Executive would not this Release is attached, less applicable payroll deductions, which I acknowledge is consideration beyond that to which I am otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally : Fully release and dischargedischarge forever STAAR Surgical Company and its agents, to the maximum extent permitted by lawemployees, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, membersrepresentatives, partnersowners, attorneys attorneys, subsidiaries, related corporations, assigns, successors, and agents affiliated organizations (in each casehereafter referred to collectively as the "Released Parties"), individually and in their official capacities) and each and all of their respective employee benefit plans (them, from any and such plans’ fiduciariesall liabilities, agentsclaims, administrators causes of action, charges, complaints, obligations, costs, losses, damages, injuries, attorneys' fees, and insurersother legal responsibilities, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Releasing Party or Releasing Party's heirs, administrators, executors, successors in interest, and/or assigns have incurred or expect to incur, or now own or hold, or have at any time heretofore owned or held, or may at any time own, hold, or claim to hold by reason of any matter or thing arising from any cause whatsoever prior to the date of the foregoing (Releasing Party's execution of this Release. Without limiting the “generality of the foregoing, and by way of example only, I fully release and discharge each and all of the Released Parties”) Parties from any and all claims, actions, charges, controversies, causes of action, suitsdemands, rights, demandsand causes of action that have been or could be alleged against any of said Released Parties (a) in connection with my employment, liabilitiesprior employment agreements, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations or the termination of any kind or character whatsoever, that the Executive ever had, now has or may such employment; (b) in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, connection with any and all claims: ● matters pertaining to my employment by any of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinancethe Released Parties, including, but not limited to, any and all compensation, salaries, wages, bonuses, commissions, overtime, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest, damages, and promises on any and all of the above; and (c) under or in connection with the state and federal age discrimination laws, as explained further in Section 3 below. Notwithstanding the foregoing, this Release does not apply to any claims that cannot be released as a matter of law. Without limiting the scope of this Release in any way, I also certify that this Release constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that I have or may claim to have under the Federal Age Discrimination in Employment Act of 1967("ADEA"), as amended by the Older Workers Benefit Protection Act of 19901990 ("OWBPA"), which is set forth at 29 U.S.C. § § 621, et seq. This Release does not govern any rights or claims that may arise under the ADEA after the date this Release is signed by the Releasing Party. This Release extends to any and all claims including, but not limited to, any alleged (a) violation of the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights ActAmericans With Disabilities Act of 1990, the California False Claims ActADEA, as amended by the OWBPA, the California Family Rights Act, the California New Parent Leave Fair Labor Standards Act, the California Labor Code, any the applicable California Industrial Welfare Commission Wage Order, the California Private Attorneys General Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985; (b) discrimination on the basis of national origin, sex, race, religion, age, disability, marital status, or any California wage and hour other characteristic protected by law, in each casebreach of any express or implied employment contract or agreement, as such laws have been wrongful discharge, breach of the implied covenant of good faith and fair dealing, intentional or may be amendednegligent infliction of emotional distress, fraud, retaliation, misrepresentation, defamation, interference with prospective economic advantage, failure to pay wages due or other monies owed; ● for employee benefitsand (c) any other violation of any local, includingstate or federal law, without limitationregulation or ordinance and/or public policy, contract, or tort or common law claim having any bearing whatsoever on the terms and all claims under conditions of employment with any of the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwiseReleased Parties, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promiseallegations for costs, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ including attorneys' fees, costs and disbursements. The Executive expressly acknowledges that this general release incurred in any of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release these matters, which the Executive has Releasing Party ever had, now has, or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution this Release. Notwithstanding the foregoing, this Release does not apply to any claims that cannot be released as a matter of this Agreement law. Acknowledge that I have been fully compensated for all labor and General Release services performed for the Released Parties and have any known or suspected claim(s) against any been reimbursed for all business expenses incurred on behalf of the Released Parties through the factual foundation for which involve(s) date I signed this Release, and that the Released Parties do not owe me any expense reimbursement amounts or any wages, including any vacation, paid time off benefits, or sick pay. Acknowledge that this Release constitutes written notice that the Releasing Party has been advised to consult with an attorney prior to executing this Release and that the Releasing Party has carefully considered other alternatives to executing this Release. Agree not to damage, disparage, disrupt or interfere with the Released Parties' business or to undermine, in any way, the Released Parties' relationships or potential relationships with any actual or prospective employee, vendor or customer. The Releasing Party further agrees not to make critical, negative or disparaging remarks about the Released Parties or their services or products. The Releasing Party understands and agrees that any violation of this provision shall be a material breach of this Release. Notwithstanding the foregoing, nothing in this Release prevents the Releasing Party from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or harassment.any other conduct the Releasing Party has reason to believe is unlawful. Understand that the aforementioned consideration is not to be construed as an admission on the part of said Released Parties of any liability whatsoever and that the Released Parties deny that they have engaged in any wrongdoing or have any liability whatsoever. Understand that the Released Parties dispute that any amounts whatsoever are owed to the Releasing Party, but wish to avoid the disruption, inconvenience, and the administrative, legal, and other costs associated with any litigation or other claims by the Releasing Party. Accordingly, the RELEASING PARTY AGREES NOT TO DISCLOSE, PUBLICIZE OR ALLOW OR CAUSE TO BE PUBLICIZED OR DISCLOSED ANY OF THE TERMS AND CONDITIONS OF THIS RELEASE, THE SETTLEMENT, OR THAT THIS OR ANY SETTLEMENT OR RELEASE HAS BEEN ENTERED INTO, EXCEPT FOR DISCLOSURES TO THE RELEASING PARTY'S SPOUSE, ATTORNEY, AND TAX CONSULTANT, UNLESS SUCH PUBLICATION OR DISCLOSURE IS REQUIRED OR COMPELLED BY LAW OR IS NECESSARY TO ENFORCE THIS RELEASE. Acknowledge that in the event of a lawsuit in which any party claims a breach of this Release, the prevailing party shall be entitled to reasonable attorneys' fees and costs. Agree to return all amounts paid pursuant to this Release and to indemnify and hold harmless each of the Released Parties for and against any and all costs, losses or liability, whatsoever, including reasonable attorneys' fees, caused by my breach of the non-disclosure or non-publicity provisions contained herein. Furthermore, the Releasing Party agrees that the return or obligation to return any amounts paid pursuant to this Release due to the Releasing Party's breach of the non-disclosure or non-publicity provisions of this Release will not abrogate or affect in any way the Releasing Party's full release of any and all claims against the Released Parties. Except as otherwise provided for herein, the Releasing Party expressly releases any and all claims, damages, and causes of action whatsoever, of whatever kind or nature, whether known or unknown, or suspected or unsuspected, against the Released Parties. The Releasing Party understands that this Release SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED CLAIMS, DAMAGES AND CAUSES OF ACTION, AS WELL AS THOSE KNOWN AND ANTICIPATED, and does hereby waive any and all rights under Section 1542 of the California Civil Code, which reads as follows:

General Release of Claims. In consideration for the Executive’s promisesLetter Agreement Benefits, covenants and agreements in this Agreement and General ReleaseEmployee, the Company agrees to make the payments provided under Section 5 on behalf of the employment agreement entered into by the Company and the Executive on [DATE]himself, 2021 (the “Employment Agreement”)his descendants, in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreementdependents, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiariesassigns, personal representatives and assigns) hereby completelysuccessors, foreverEmployee voluntarily, irrevocably knowingly and unconditionally release willingly waives and dischargereleases, and promises never to the maximum extent permitted by lawassert, any and all claims that Employee has or might have against the Company, the Company’s and/or its predecessors, successors, past, present current and future parent organizationsparents, subsidiaries and other affiliated subsidiaries, related entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, membersagents, partners, attorneys and agents (in each caseemployees, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (collectively, the “Released PartiesReleasees”) from ), relating to any aspect of Employee’s employment, employment compensation, resignation or termination of employment, including any and all claims, actions, charges, controversies, causes rights or claims of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, unlawful retaliation, discrimination or wrongful termination; ● for breach harassment on the basis of contractage, whether oralrace, writtensex, express or implied; breach of covenant of good faith and fair dealingmarital status, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damagesdisability, national origin, religion, or any other claim for damages basis under federal, state, or injury of local law. Those claims being released and discharged include, but are not limited to: claims arising under any kind whatsoever; ● for violation or alleged violation of any other federal, state or municipal local fair employment statute, rule, regulation code or ordinance, contract law; torts of all kinds including, but not limited to, negligence claims and fraudulent inducement to enter into this contract, misrepresentation, negligent or otherwise, fraud, defamation, slander, libel, duress, fraudulent inducement, workers’ compensation retaliation, interference with an advantageous business relationship, negligent employment, including negligent hiring, negligent retention and negligent supervision; claims of breach of contract, whether actual or implied, written or oral; promissory estoppel, quantum meruit or the Age Discrimination in Employment Act of 1967like, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Actany and all claims for attorneys’ fees, any New York wage federal, state and hour local statutory or common law; claims for personal, bodily or emotional injury and monetary loss, without limitation, relating to any workers’ compensations laws, the California Fair Employment tort, contract (express or implied), or any other common law theory; all claims for retaliation or discrimination of any type; and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, all claims for employment-related benefits of any California Industrial Welfare Commission Wage Order, type and any California wage and hour law, in each case, as such laws have been all rights or may be amendedclaims to attorneys’ fees; ● for employee benefitsclaims of any violation of any pension or welfare plans or any other benefit plan or arrangement, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA“ERISA”) [29 U.S.C. Sections 1001-1461], as amended, including claims for breach of fiduciary duty under XXXXX; claims under the Fair Housing Act [42 U.S.C. Section 3604 et. seq.], as amended; Title IX of the Education Amendments of 1972 [20 U.S.C. Sections 1681 et. seq.], as amended; the Federal False Claims Act [18 U.S.C. Sections 287, et seq.], as amended (“FFCA”); ● to any nonthe Program Fraud Civil Remedies Act [38 C.F.R. 42.1, et seq.], as amended (“PFCRA”); the Fair Credit Reporting Act, as amended (“FCRA”); the Uniformed Services Employment and Reemployment Rights Act of 1994 [38 U.S.C. Sections 4301-vested ownership interest 4333], as amended (“USERRA”); the National Labor Relations Act [29 U.S.C. Sections 151-169], as amended (“NLRA”); the Worker Adjustment and Retraining Notification Act [29 U.S.C. Sections 2101 et seq.], as amended (“WARN”); the Occupational Safety and Health Act [29 U.S.C. Sections 651-678], as amended (“OSHA”); the Fair Labor Standards Act [29 U.S.C. Sections 201-219], as amended (“FLSA”); claims or rights under state and federal whistleblower legislation including the Consolidated Omnibus Budget Reconciliation Act of 1985 [Pub. L. 99- 509], as amended (“COBRA”); the Xxxxxxxx-Xxxxx Act of 2002 15 U.S.C. § 7201, et seq.; (“S-OA”); the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); the Family and Medical Leave Act [29 U.S.C. Sections 2601-2654], as amended (“FMLA”); ·the Congressional Accountability Act of 1995 [2 U.S.C. Sections 1311-1317], as amended; the Age Discrimination in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract Employment Act [29 U.S.C. § 621 et seq.] (whether oral, written, express or implied“ADEA”), understandingas amended; the Americans with Disabilities Act [42 U.S.C. Sections 12101-12213], personnel policy or practiceas amended (“ADA”); the ADA Amendments Act of 2008 (“ADAAA”); the Rehabilitation Act of 1973 [29 U.S.C. Section 791, or employee handbooket.seq.], as amended; ● relating to or arising from the Executive’s employment with Employee Polygraph Protection Act of 1988 [29 U.S.C. Sections 2001, et. seq.], as amended (“PPA”); the CompanyInternal Revenue Code [Title 26, U.S.C.], as amended (“IRC”); the terms and conditions Equal Pay Act [29 U.S.C. Section 206(d)], as amended (“EPA”); the Xxxxx Xxxxxxxxx Fair Pay Act of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above2009; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as Title VII of the date Civil Rights Act of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.1964 [42 U.S.C. Sections 2000e- 2000e-17J,

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described consideration provided in Section 5 of the Employment this Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself Employee and his heirs, executors, representatives, agents, insurers, administrators, beneficiaries, personal representatives successors and assignsassigns (collectively the “Releasors”) hereby completely, forever, irrevocably and unconditionally fully and forever waive, release and dischargedischarge the Employer, to including the maximum extent permitted by lawEmployer’s affiliates, the Companypredecessors, the Company’s pastsuccessors and assigns, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each all of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) corporate and each of their respective employee benefit plans individual capacities (and such plans’ fiduciariescollectively, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) from any and all claims, demands, actions, charges, controversies, causes of actionactions, suitsobligations, judgments, rights, demandsfees, liabilitiesdamages, debts, obligations, damages, costs, expenses, liabilities and expenses (inclusive of attorneys’ fees, damages and obligations ) of any kind whatsoever (collectively, “Claims”), whether known or character whatsoeverunknown, from the beginning of time to the date of the Employee’s execution of this Agreement, including, without limitation, any claims any Claims under any federal, state, local or foreign law, that the Executive Releasors may have, have ever had, now has had or may in the future claims have arising out of, or in any way related to have by reason of the Employee’s hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, conduct, omission, transaction, agreementpractice, conduct, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinancematter, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, to (i) any and all claims under Title VII of the Civil Rights Act of 1964Act, the Civil Rights Acts of 1991as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Lxxxx Xxxxxxxxx Fair Pay Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Fair Credit Reporting ActCivil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Family & Medical Leave National Labor Relations Act, as amended, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 20022008, the federal False Claims Actand/or any other Federal, the Family First Coronavirus Response Actstate, the New York State Human Rights Lawlocal or foreign law (statutory, the New York City Human Rights Lawregulatory or otherwise) that may be legally waived and released; and (ii) any tort, the New York Civil Rights Law, the New York Labor Law, New York paid family leave contract and/or quasi- contract law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, including but not limited toto claims of wrongful discharge, claims to stock defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy sickness or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recoveryother harm. However, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any excludes, and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has Employee does not waive, release or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives discharge (i) any right to assert file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency; (ii) claims under state workers’ compensation or unemployment laws; or (iii) indemnification rights the Employee has against the Employer, and/or any other claims that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does cannot as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentbe waived by law.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the The Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release releases, acquits and discharge, to the maximum extent permitted by law, forever discharges the Company, the Company’s pastBank, present their affiliated and future parent organizations, subsidiaries and other affiliated related entities, related companies and divisions and each of their respective pastpredecessors, present successors and future officersassigns, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and fiduciaries of such plans’ fiduciaries, agentsand the current and former officers, administrators directors, shareholders, employees, attorneys, accountants and insurers, individually and agents of each of the foregoing in their official capacities), and personal capacities (collectively referred to as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) generally from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ feesdebts, damages and obligations liabilities of any kind every name and nature, known or character whatsoeverunknown (“Claims”) that, that the Executive ever had, now has or may in the future claims to have by reason as of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that when the Executive signs this Agreement, the Executive has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This general release of claims includes, without limitation, any all Claims: relating to the Executive’s employment by and all claims: ● termination of discrimination, harassment, retaliation, or employment with the Company and the Bank; of wrongful terminationdischarge; ● for of breach of contract, whether oral, written, express ; of retaliation or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any discrimination under federal, state or municipal statute, rule, regulation or ordinance, local law of the United States (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act Act, Claims of 1967disability discrimination or retaliation under the Americans with Disabilities Act, the Older Workers Benefit Protection Act and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, the Civil Rights Acts bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; and for damages or other remedies of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefitssort, including, without limitation, any compensatory damages, punitive damages, injunctive relief and all claims attorney’s fees; provided, however, that this release shall not affect his rights under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of this Agreement. The Executive further acknowledges that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including his employment on the date the Executive signs and returns Retirement Date in accordance with this Agreement will not give rise to any Claims. As a material inducement to the Company and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing Bank to enter into this Agreement and General ReleaseAgreement, the Executive expressly waives represents that he has not assigned to any right to assert that third party and has not filed with any such claim, demand, obligation agency or cause of action has, through ignorance or oversight, been omitted from the scope of court any Claim released by this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In consideration exchange for and as a condition to Mercury Computer Systems, Inc.’s (“the Executive’s promises, covenants and agreements Company”) promises to me contained in this the Change in Control Severance Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by between the Company and the Executive on [DATE], 2021 me (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) I agree as follows: I hereby completely, forever, irrevocably and unconditionally release release, acquit and discharge, to the maximum extent permitted by law, forever discharge the Company, its predecessors, successors, affiliates, other related entities and assigns, and the Company’s pastdirectors, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trusteesand representatives of any of the foregoing, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors persons acting on behalf or assigns or estates of through any of the foregoing (any and all of whom or which are hereinafter referred to as the “Released PartiesCompany”) ), from any and all charges, complaints, claims, actionsliabilities, chargesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenseslosses, attorneys’ feesdebts and expenses (including attorney’s fees and costs actually incurred), damages and obligations of any kind or character nature whatsoever, known or unknown (collectively, “Claims”), that the Executive ever I now have, own, or hold, or claim to have, own, or hold, or that I at any time had, now has owned, or may in the future claims held, or claimed to have by reason of any acthad, conduct, omission, transaction, agreement, occurrence owned or any other matter whatsoever occurring up to and including held against the date that the Executive signs this AgreementCompany. This general release of claims Claims includes, without implication of limitation, the complete release of all Claims of breach of express or implied contract, including, without limitation, all Claims arising from any and employment offer letter from the Company; all claims: ● Claims of discriminationwrongful termination of employment whether in contract or tort; all Claims based on actions or omissions leading to this General Release of Claims; all Claims of intentional, harassment, retaliationreckless, or wrongful terminationnegligent infliction of emotional distress; ● for all Claims of breach of contract, whether oral, written, any express or implied; breach implied covenant of employment, including the covenant of good faith and fair dealing; all Claims of interference with contractual or advantageous relations, both express and impliedwhether those relations are prospective or existing; promissory estoppel; negligent all Claims of deceit or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion all Claims of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, discrimination under state or municipal statute, rule, regulation or ordinancefederal law, including, but not limited to, the Age Discrimination in Employment Act without implication of 1967, the Older Workers Benefit Protection Act of 1990limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act of 20021967, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case29 U.S.C. § 621 et seq., as such laws amended, and Chapter 151B of the Massachusetts General Laws; all Claims of defamation or damage to reputation; all Claims for reinstatement; all Claims for punitive or emotional distress damages; all Claims for wages, bonuses, severance, back or front pay or other forms of compensation; and all Claims for attorney’s fees and costs. This General Release of Claims shall not be construed to include a release of Claims that arise from the Company’s obligations under the Agreement. I acknowledge that I have been or may be amended; ● advised to consult with an attorney before signing this General Release. I further understand that I have been given an adequate opportunity, if I so desired, to consider this General Release for employee benefits, including, without limitation, any and all claims under up to twenty-one (21) days before deciding whether to sign it. If I signed this General Release before the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions expiration of that employmenttwenty-one (21) day period, and I acknowledge that such decision was entirely voluntary. I understand that for a period of seven (7) days after I execute this General Release I have the right to revoke it by a written notice to be received by the Director, Human Resources of the Company by the end of that period. I also understand that this General Release shall not be effective or enforceable until the expiration of that period. Notwithstanding the foregoing, I agree that nothing in this General Release of Claims is intended to affect any of my obligations that continue after the termination of my employment contained in the Agreement or in any written agreement entered into between the Company and myself with respect to confidentiality, ownership of inventions, non-competition and/or non-solicitation. I represent and agree that employment, including, without limitation any I have carefully read and fully understand all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that of the provisions of this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether and that I am voluntarily agreeing to such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosedprovisions. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.Date

General Release of Claims. In consideration for the Executive’s promisesMr. Ducey, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives suxxxxxxxx, assignees, immediate familx xxxxxxx, and any other person or entity who could now or hereafter assert a claim in her xxxx xx on his behalf, and Asset Growth, its subsidiaries, officers, directors, members, parxxxxx, xxners, shareholders, employees, former employees, agents, servants, attorneys, assigns) hereby completely, foreveraffiliates, irrevocably independent contractors, volunteers, predecessors, successors, parent companies and unconditionally organizations and insurers knowingly and voluntarily release and forever discharge, to the maximum extent permitted by law, the CompanyMarkland, the Company’s pastits affiliates, present subsidiaries, divisions, insurers, successors and future parent organizationsassigns and their current and former employees, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys directors and agents (in each casethereof, individually and in their official capacities) and each corporate capacities (collectively referred to throughout the remainder of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacitiesthis Agreement as "Rxxxxxxx Parties"), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) and from any and all claimsdebts, demands, actions, charges, controversies, causes of action, suits, rightsdues, demandsroyalties, liabilitiessums of money, obligationsaccounts, damagesreckonings, costsbonds, expensesspecialties, attorneys’ feescovenants, damages contracts, agreements and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to liabilities and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● other claims of discriminationevery kind, harassmentnature and description whatsoever, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour at law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual equity or otherwise, includingknown and unknown, but not limited toasserted or unasserted, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive Mr. Ducey and/or Asset Growth has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted Parties from the scope beginning of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of world to the date of execution of this Agreement Agreement. Markland, along with its affiliates, subsidiaries, divisions, insurers, predecessors, successors and General Release assigns and their current and former xxxxxxxxs, officers, directors and agents thereof, individually and in their corporate capacities hereby release Mr. Ducey and Asset Growth from anx xxx xxl debts, demands, actions, causes of action, suits, dues, royalties, sums of money, accounts, reckonings, bonds, specialties, covenants, contracts, agreements and liabilities and any and all other claims of every kind, nature and description wxxxxxxxxx, at law, in equity or otherwise, known and unknown, asserted or unasserted, that Markland has or may have any known or suspected claim(s) against any Mr. Ducey and/or Asset Growth from the beginning of the Released Parties world to the factual foundation date of execution of this Agreement. Markland specifically agrees that, concurrently with the execution of this agreement, it shall withdraw with prejudice that certain complaint styxxx Xxxxland Technologies, Inc. v. Xxxxxxx P. Ducey, Jr., currently pending in the Superior Court for which involve(s) unlawful discrimination or harassmentDanbury, Connecticut and, concurrently xxxx xxe execution of this agreement, will provide to Mr. Ducey a letter confirming the substance of Section 12 of this Agreement.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 Effective as of the employment agreement entered into by the Company Effective Date, each Holder on behalf of itself and the Executive on [DATE], 2021 each of its equity holders (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assignsif any) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective pastSubsidiaries, present Affiliates, employees, agents, advisors, heirs, legal representatives, successors and assigns (each a “Releasor”), shall completely release, acquit and forever discharge, to the fullest extent permitted by Law, Parent, the Company and their Affiliates and each of their respective current, former and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators advisors, successors and insurersassigns (collectively, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) from any and all claimslosses, liabilities, suits, actions, charges, controversies, causes of action, suits, debts or rights, demandswhether fixed or contingent, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected matured or unsuspectedunmatured, asserted arising out of, relating to, or un-assertedin any manner connected with any facts, disclosed events or undisclosed. By signing circumstances, or any actions taken, at or prior to the consummation of the Transactions (including the First Merger) that any Releasor ever had or now has against the Releasees (collectively, the “Released Matters”); provided, however, that the foregoing release shall not cover claims arising from rights of Releasor pursuant to (i) this Agreement or any other agreement, document, certificate or instrument executed or delivered in connection with the Merger Agreement by Parent in favor of such Holder and General Releasethe Transactions (including the First Merger), (ii) any written indemnification agreement with such Holder or recourse under any directors and officers liability policy of the Executive expressly waives Company, (iii) any right obligations under the Charter Documents as in effect on the date of the Merger Agreement with respect to assert that the indemnification of such Holder, (iv) the Company’s existing formal written employee benefit plans, (v) any claim by such claim, demand, obligation or cause Holder who is an employee of action has, through ignorance or oversight, been omitted the Company at the Effective Time in respect of (1) any ordinary course expense reimbursement amounts owing to such Holder from the scope Company accruing prior to the Effective Time for expenses incurred prior to the Effective Time, (2) wages, salaries, employee benefits or other cash compensation payable in the Ordinary Course of this release and further waives any rights under statute or common law principles Business to the employee that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not remain unpaid as of the date Effective Time, (3) unreimbursed claims under employee health and welfare plans, or (4) the entitlement of execution Releasor to continuation of this Agreement coverage benefits or any other similar benefits required to be offered by law, or (vi) any claim which may not be waived as a matter of Law (collectively, the “Release of Claims”). Effective as of the Effective Date, the Representative (on behalf of each Holder) shall not and, to the extent within its control, shall not cause or permit its equity holders or any of their respective Subsidiaries, Affiliates, employees, agents, advisors, heirs, legal representatives, successors and General Release have assigns, to assert any known or suspected claim(s) claims against any the Releasees in respect of the Released Parties Matters. Each of the factual foundation Holders has (a) represented and warranted that such Holder has (i) had the opportunity to consult with legal counsel of its choice, (ii) been fully informed of the nature and contents of its Release of Claims and (ii) entered into such Release of Claims freely, (b) acknowledged that it would be difficult to fully compensate Parent or any of its Affiliates for which involve(sdamages resulting from any breach of the provisions of such Release of Claims. Accordingly, in the event of any actual or threatened breach of such provisions, Parent and its Affiliates shall (in addition to any other remedies that it may have) unlawful discrimination or harassmentbe entitled to temporary and/or permanent injunctive relief to enforce such provisions and recover related attorneys’ fees and costs. Each Holder has further acknowledged that its Release of Claims constitutes a material inducement to Parent to consummate the Transactions (including the First Merger) and Parent shall be relying on the enforceability of such Release of Claims in consummating such Transactions.

General Release of Claims. In consideration of the continued employment provided for the Executive’s promises, covenants and agreements in this Agreement Agreement, which you agree is good, valuable, adequate and General Releasesufficient consideration under this Agreement, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company you acknowledge and the Executive on [DATE]agree that, 2021 you and your agents, representatives, and heirs, do hereby fully release (the “Employment Agreement”i.e., give up) and forever discharge Capital One and its parent, subsidiary and affiliated corporations, organizations and entities, including without limitation CAPITAL ONE FINANCIAL CORPORATION, CAPITAL ONE SERVICES, INC., CAPITAL ONE SERVICES, LLC, CAPITAL ONE, NATIONAL ASSOCIATION, CAPITAL ONE AUTO FINANCE, INC., CAPITAL ONE BANK (USA), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment AgreementNATIONAL ASSOCIATION, to which the Executive would not otherwise be entitledCHEVY CHASE BANK, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions F.S.B. and each of them, and all of their respective past, present and future affiliates, partners, joint ventures, stockholders, predecessors, successors, assigns, insurers, officers, directors, employees, shareholdersagents, trustees, members, partnersrepresentatives, attorneys and agents (in each caseindependent contractors of all such released corporations, individually organizations and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities)entities, as well as any predecessorstheir employee benefit plans, future successors or assigns or estates and the trustees, administrators, fiduciaries and insurers of any of the foregoing such plans (collectively, the “Released Parties”) ), and each of them, jointly and severally, from any and all claims, actions, charges, controversies, causes of action, charges, suits, rightscontroversies, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations demands of any kind kind, whether known or character whatsoeverunknown, that the Executive ever hadwhether for injunctive relief, now has back pay, fringe benefits, reinstatement, reemployment, or may in the future claims to have by reason of any actcompensatory, conduct, omission, transaction, agreement, occurrence punitive or any other matter whatsoever occurring up to and including kind of damages, which you ever have had in the past or presently have against the Released Parties through the date that the Executive signs of this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of from or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s your employment with the Company, the terms and conditions of that employment, and Capital One or the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy employment or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentcircumstances related thereto.

General Release of Claims. In consideration for the Executive’s promisespayments and benefits to be provided under this Agreement on and after the Transition Date, covenants which you acknowledge are not otherwise owed to you, and agreements in as an inducement for the Company to entering into this Agreement and General Releaseproviding such compensation and benefits, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company you understand and the Executive on [DATE]agree that you are knowingly and voluntarily releasing, 2021 (the “Employment Agreement”), in accordance with the terms waiving and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and dischargeforever discharging, to the maximum fullest extent permitted by law, on your own behalf and on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”): the Company, the Company’s pastand its parents, present and future parent organizationsaffiliates, subsidiaries and other affiliated entitiesmembers, related companies predecessors, successors or assigns, and divisions any of its or their past or present parents, affiliates, subsidiaries and each members, predecessors, successors or assigns; and any of its or their respective pastpast or present stockholders; and any of its or their past or present directors, present and future executives, members, officers, directorsinsurers, attorneys, employees, shareholdersconsultants, trusteesagents, members, partners, attorneys and agents (in each case, both individually and in their official business capacities) , and each employee benefits plans and trustees, fiduciaries, and administrators of their respective employee benefit those plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), collectively referred to as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) ), of and from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against the Released Parties as of the day you sign this Agreement or reaffirm this release of claims, actionsas applicable, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company or service on the Board, separation from employment with the Company and resignation from the Board, or your treatment by the Company while in the Company’s employ or during your period of service on the Board, all claims under any applicable law, and all other claims, charges, controversiescomplaints, liens, demands, causes of action, suits, rights, demands, liabilities, obligations, damages (including punitive or exemplary damages), costs, expenses, attorneys’ fees, damages and obligations of any kind liabilities or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includeslike (including, without limitation, any attorneys’ fees and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinancecosts) (collectively “Claims”), including, but not limited to, all Claims for: (a) any compensation or benefits, in addition to, or in excess of, the compensation and benefits described in Section 2; and (b) discrimination, harassment or retaliation based upon age under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 19901990 and as further amended (the “ADEA”), Title VII or under any other federal, state or local law prohibiting age discrimination. Excluded from this release of claims are: (i) any Claims or rights to enforce this Agreement against the Company; (ii) Claims arising after the date you sign this Agreement (or after you reaffirm this release of claims following such reaffirmation); (iii) any Claims that you cannot lawfully release; and (iv) your rights, if any, to indemnification and directors’ and officers’ liability insurance coverage. Notwithstanding anything to the contrary contained herein, including in Section 7 below, also excluded from this release of claims is your right to file a charge with an administrative agency (including the Equal Employment Opportunity Commission and the National Labor Relations Board) or participate in any agency investigation. You are, however, to the extent allowed by law, waiving your right to recover money or other damages in connection with any such charge or investigation filed with the Equal Employment Opportunity Commission, the National Labor Relations Board or similar state or local agency or administrative body. You are also, to the extent allowed by law, waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission, National Labor Relations Board or similar state or local agency or administrative body. Furthermore, notwithstanding anything herein to the contrary, nothing in this Agreement or any other agreement with the Company, shall (A) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Civil Rights Securities Exchange Act of 1964, 1934 or Section 806 of the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the or of any other whistleblower protection provisions of state or federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been law or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practiceregulation, or employee handbook; ● relating to (B) require notification or arising from prior approval by the Executive’s employment with the Company, the terms and conditions Company of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentreporting described in clause (A).

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments consideration described in Section 5 of the Employment Agreement, paragraph 3 above to which the Executive would you are not otherwise be entitled, the Executive you (for himself yourself and his your heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted pennitted by law, the Company, the Company’s past, present and future parent organizations, subsidiaries and other subsidiaries, affiliated entities, managers, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ ' fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ ' fees, damages damages, and obligations of any kind or character whatsoever, that the Executive you ever had, now has have or may in the future claims claim to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs you sign this Agreement. This general release of claims includes, without limitation, any and all claims: ● • of discrimination, ; harassment, ; retaliation, ; or wrongful termination; ● • for breach of contract, whether oral, written, express or and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● • for violation or alleged violation of any federal, state state, local or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Genetic Information Nondiscrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave ActLabor Code, the California Labor Business and Professions Code, any the California Industrial Welfare Commission Wage OrderMilitary Leave Law, any the California wage Whistleblower Protection Act, and hour lawthe California Equal Pay Law, in each case, case as such laws have been or may be amended; ● • for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to • any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock stock, options, or stock options other equity securities or incentive unitsinterests (except as set forth in paragraph 3(c); ● • arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practicepolicy, or employee handbook; ● • relating to or arising from the Executive’s your employment with the CompanyCompany Group, the terms and conditions of that employment, and the termination of that employment, including, without limitation limitation, any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● • any and all claims for monetary recovery, including, without limitation, attorneys’ ' fees, experts’ ' fees, medical fees or expenses, costs and disbursements. The Executive You expressly acknowledges acknowledge that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns you sign this Agreement and General Release which the Executive has you have or may have against any of the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-assertedunasserted, disclosed or undisclosed. By signing this Agreement and General ReleaseAgreement, the Executive you expressly waives waive any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and you further waives waive any rights under statute or common law principles that otherwise prohibit prohibits the release of unknown claims. The Executive expressly acknowledges that the Executive This general release of claims does not apply to, waive or affect: any rights or claims that may arise after the date you sign this Agreement; any claim for workers' compensation benefits (but it does apply to, waive and affect claims of discrimination and/or retaliation on the basis of workers' compensation status); claims for unemployment benefits; claims for indemnification in connection with your service as an officer and/or director; or any other claims or rights that by law cannot be waived in a private agreement between an employer and employee; or your rights to any vested benefits to which you are entitled under the terms of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentapplicable employee benefit plan.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release releases, acquits and discharge, to the maximum extent permitted by law, forever discharges the Company, the Company’s past, present its affiliated and future parent organizations, subsidiaries and other affiliated related entities, related companies its and divisions and each of their respective pastpredecessors, present successors and future officersassigns, directors, employees, shareholders, trustees, members, partners, attorneys its and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and fiduciaries of such plans’ fiduciaries, agentsand the current and former officers, administrators directors, shareholders, employees, attorneys, accountants and insurers, individually and agents of each of the foregoing in their official capacities), and personal capacities (collectively referred to as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) generally from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ feesdebts, damages and obligations liabilities of any kind every name and nature, known or character whatsoeverunknown (“Claims”) that, that as of the date when Executive signs this Agreement, Executive has, ever had, now has or may in the future claims to have by reason or ever claimed to have had against any or all of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this AgreementReleasees. This general release of claims includes, without limitation, any all Claims: relating to Executive’s employment by and all claims: ● termination of discrimination, harassment, retaliation, or employment with the Company; of wrongful terminationdischarge; ● for of breach of contract, whether oral, written, express or implied; of breach of covenant the Employment Agreement; of good faith and fair dealing, both express and implied; promissory estoppel; negligent retaliation or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any discrimination under federal, state or municipal statute, rule, regulation or ordinance, local law of the United States (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act Act, Claims of 1967disability discrimination or retaliation under the Americans with Disabilities Act, the Older Workers Benefit Protection Act and Claims of 1990, discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, the Civil Rights Acts bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; and for damages or other remedies of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefitssort, including, without limitation, any compensatory damages, punitive damages, injunctive relief and all claims attorney’s fees; provided, however, that this release shall not affect his rights under this Agreement. As a material inducement to the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● Company to enter into this Agreement, Executive represents that he has not assigned to any non-vested ownership interest in the Company, contractual third party and has not filed with any agency or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to court any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that Claim released by this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release releases, acquits and discharge, to the maximum extent permitted by law, forever discharges the Company, the Company’s past, present its affiliated and future parent organizations, subsidiaries and other affiliated related entities, related companies its and divisions and each of their respective pastpredecessors, present successors and future officersassigns, directors, employees, shareholders, trustees, members, partners, attorneys its and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and fiduciaries of such plans’ fiduciaries, agentsand the current and former officers, administrators directors, shareholders, employees, attorneys, accountants and insurers, individually and agents of each of the foregoing in their official capacities), and personal capacities (collectively referred to as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released PartiesReleasees”) generally from any and all claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ feesdebts, damages and obligations liabilities of any kind every name and nature, known or character whatsoeverunknown (“Claims”) that, that as of the date when Executive signs this Agreement, Executive has, ever had, now has or may in the future claims to have by reason or ever claimed to have had against any or all of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this AgreementReleasees. This general release of claims includes, without limitation, any all Claims: relating to Executive’s employment by and all claims: ● termination of discrimination, harassment, retaliation, or employment with the Company; of wrongful terminationdischarge; ● for of breach of contract, whether oral, written, express ; of retaliation or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any discrimination under federal, state or municipal statute, rule, regulation or ordinance, local law of the United States (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act of 1967, and/or the Older Workers Benefit Protection Act Act, Claims of 1990disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; and for damages or other remedies of any sort, including without limitation, compensatory damages, punitive damages, injunctive relief and attorneys’ fees; provided, however, that this release shall not affect Executive’s rights (i) under this Agreement, (ii) under his existing stock option and restricted stock award agreements, (iii) to indemnification from the Civil Rights Acts Company for actions or inactions by Executive as a director or officer of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, Company (including, without limitation, any pursuant to the by-laws of the Company and all claims that certain Indemnification Agreement, dated as of November 17, 2003, between the Company and Executive), and (iv) to coverage under the Employee Retirement Income Security Act Company’s directors and officers insurance policies for actions or inactions by Executive as a director or officer of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims subject to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the applicable terms and conditions of such policies. As a material inducement to the Company to enter into this Agreement, Executive represents that employmenthe has not assigned to any third party, and the termination of that employmenthas not filed with any agency or court, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that Claim released by this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentAgreement.

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and This General Release of Claims (“Release, the Company agrees to make the payments provided under Section 5 of the employment agreement ”) is entered into by the Company and the Executive on [DATE], 2021 Xxxx X. XxXxxxx (the “Employment Releasor”) as of the Effective Date (as defined herein). In consideration of the compensation and benefits received by the Releasor pursuant to that certain Separation Agreement, dated as of the Effective Date, between Jarden Corporation (the “Company”) and the Releasor (the “Separation Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitledother good and valuable consideration, the Executive (receipt and sufficiency of which is hereby acknowledged, the Releasor, for himself and for his heirsaffiliates, executorsdistributees, administratorslegal and personal representatives, beneficiaries, personal representatives successors and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by lawassigns (collectively, the Company“Releasor Parties”) does hereby release, acquit and forever discharge the Company’s pastCompany and its subsidiaries, present affiliates and future parent organizationssuccessors, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employeesmanagers, members, shareholders, trusteesattorneys, membersbenefit administrators, partnersagents and employees (collectively, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from from, against and in respect of any and all claims, counterclaims, demands, debts, dues, sums of money, bonds, bills, specialties, actions, charges, controversies, causes of action, suits, rightscontracts, demandscovenants, liabilitiescontroversies, agreements, obligations, reckonings, promises, variances, accounts, defenses, offsets, deductions, trespasses, damages, costsjudgments, expensesextents, attorneys’ fees, damages executions and obligations liabilities of any kind of character whatsoever (collectively, “Claims”), known or character whatsoeverunknown, that suspected or unsuspected, in contract or in tort, at law or in equity, including such claims and defenses as fraud, mistake, duress and usury, which any or all of the Executive Releasor Parties or their respective heirs, personal representatives, successors and assigns ever had, now has have, or may in might hereafter have against any or all of the future claims to have Released Parties, jointly or severally, for, upon or by reason of any actmatter, conduct, omission, transaction, agreement, occurrence cause or any other matter thing whatsoever occurring up from the beginning of the world to and including the date that hereof, including without limitation the Executive signs this Agreement. This general release Releasor’s employment with any of claims includesthe Released Parties; the Releasor’s compensation, without limitationwages, any insurance coverage and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury benefits of any kind whatsoeverkind; ● for violation or alleged violation of any federal, state or municipal statute, rule, local statute or regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Acts Act of 19911991 and 1871, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Family & Medical Leave Act, Fair Labor Standards Act, the Equal Pay Older Workers Benefit Protection Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act Act, and all state and local human rights, discrimination and employment laws and regulations; and any and all claims arising under common law, whether in contract or in tort under the laws of 1974 any state; provided, however, that excluded from the scope of this Release are (excluding COBRAi) any and all Claims that the Releasor Parties may have against the Released Parties arising under the Separation Agreement (including those benefits and rights referred to in Section 3 of the Separation Agreement); ● (ii) any Claim for indemnification the Releasor may have under applicable laws, under the applicable constituent documents (including bylaws and certificates of incorporation or other similar organizational documents) of any of the Company and its subsidiaries, under any applicable insurance policy any of the Company and its subsidiaries may maintain, or any under any other agreement with the Company or any of its subsidiaries, with respect to any non-vested ownership interest liability, costs or expenses the Releasor incurs or has incurred as a director, officer or employee of any of the Company and its subsidiaries; (iii) any Claim the Releasor may have to obtain contribution as permitted by law in the Companyevent of entry of judgment against the Releasor as a result of any act or failure to act for which the Releasor and any of the Company or its subsidiaries are jointly liable; (iv) any Claim that arises after the date of this Release; and (v) the Releasor’s right to file a charge or complaint with the U.S. Equal Employment Opportunity Commission (the “EEOC”) or similar federal or state agency, contractual or otherwisehis ability to participate in an EEOC investigation or proceeding conducted by such agency, except the Releasor agrees and understands that he will not seek or accept any personal relief including, but not limited to, claims an award of monetary damages or reinstatement to stock employment, in connection with such a charge or stock options claims. The Releasor acknowledges and agrees that the Releasor has either consulted with counsel of his choosing or incentive units; ● arising out has had the opportunity to consult with counsel of his choosing and has waived such opportunity, that the Releasor has been advised to do so, that the Releasor has carefully read and fully understands all of the provisions of this Release, and that the Releasor is voluntarily entering into this Release. This Release shall be governed by and construed in accordance with federal law and the laws of the State of Delaware applicable to agreements made and performed in such state and without regard to conflicts of law doctrines. This Release may be signed by facsimile or relating PDF which shall be treated in all manner and respects as an original signature and with the same binding legal effect. Executive has been given 21 days to consider the terms of this Release and the Separation Agreement, and has been advised to consult with an attorney prior to signing this Release and the Separation Agreement. Executive may sign this Release and the Separation Agreement prior to the expiration of the 21 day period. However, under no circumstances may the Executive sign the Release and Separation Agreement prior to the Separation Date, and any signing of the Release and Separation Agreement prior to the Separation Date shall render the Release and the Separation Agreement null, void and of no effect. Executive further acknowledges and agrees that he will receive in the Separation Agreement consideration in addition to any promisebenefits to which he is otherwise entitled in exchange for the waiver and release of actual or potential claims described in this Release, agreementincluding but not limited to claims arising under the Age Discrimination in Employment Act. Executive may, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating by written notice delivered to or arising from the Executive’s employment with Chief Operating Officer of the Company, revoke this Release at any time within the terms and conditions seven-day period following Executive’s signing of that employmentthis Release (the “Revocation Period”). This Release shall not become effective or enforceable, and the termination of that employmentCompany shall not have incurred any obligations pursuant to the Separation Agreement, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including until the date eighth day after the Executive signs this Release and returns this the Separation Agreement and General Release which the provided that Executive has or may have against not revoked this Release during the Released PartiesRevocation Period (the “Effective Date”). Releasor: /s/ Xxxx X. XxXxxxx Xxxx X. XxXxxxx Date: April 15, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.2016

General Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. a) In exchange for the payments described in Section 5 of the Employment special severance pay and benefits provided to you under this Agreement, to which the Executive you would not otherwise be entitled, and other good and valuable consideration, the Executive (for himself receipt and his sufficiency of which is hereby acknowledged, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns) , you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment or your other association with the Company or any of its Affiliates or the termination of the same or pursuant to the Employment Agreement, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement, and you hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, forever discharge the Company, the Company’s past, present its Affiliates and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each all of their respective past, present and future directors, shareholders, officers, directorsmembers, managers, general and limited partners, employees, shareholdersemployee benefit plans, administrators, trustees, membersagents, partnersrepresentatives, attorneys predecessors, successors and agents (in each caseassigns, and all others connected with any of them, both individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing (the “Released Parties”) from any and all claims, actions, charges, controversies, such causes of action, suitsrights and claims. This release shall not apply to (i) claims for indemnification in your capacity as an officer or director of the Company under the Company's Certificate of Incorporation, rights, demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind Bylaws or character whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, written agreement, occurrence if any, providing for director or any other matter whatsoever occurring up officer indemnification, (ii) rights to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge receive insurance payments under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; maintained by the Company and ● any (iii) rights to receive retirement benefits that are accrued and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not fully vested as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassmentSeparation Date.

General Release of Claims. In consideration for of the Executive’s promises, mutual promises and covenants and agreements contained in this Agreement and General Releaseafter adequate opportunity to consult with legal counsel: (a) Except as provided for in subparts (f) and (g) below or as otherwise prohibited by law, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (Consultant for himself and each of his respective heirs, executorsrepresentatives, administratorsagents, beneficiariessuccessors, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release generally releases and discharge, to forever discharges the maximum extent permitted by law, the Company, the Company’s past, present Company and future parent organizations, subsidiaries its respective current and other affiliated entities, related companies and divisions and each of their respective past, present and future xxxxxx officers, directors, shareholders, employees, shareholdersrepresentatives, trusteesattorneys, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any its respective predecessors, future successors or parent companies, subsidiaries, Affiliates (as defined below), divisions, successors, and assigns or estates of any of and its respective current and former officers, directors, shareholders, employees, representatives, attorneys, agents and their respective heirs (collectively the foregoing (the “"Released Parties”) "), from any and all causes of action, claims, actions, charges, controversies, causes of action, suits, rights, demands, liabilitiesjudgments, obligations, damages, costsdemands, expensesaccountings, attorneys’ feesor liabilities of whatever kind or character, damages and obligations known or unknown, which the Consultant may have against them, or any of them, of any kind or character nature whatsoever, that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general release of claims includes, without limitation, any and all claims: ● of discrimination, harassment, retaliation, or wrongful termination; ● for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance, including, but not limited to, those by reason of or arising out of, touching upon, or concerning the Age Discrimination in Employment Act Consultant's prior employment with the Company or his separation from the Company that exist or may exist as of 1967the date the Consultant signs this Agreement. The Consultant acknowledges that this general release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the Older Workers Benefit Protection Act implied covenant of 1990good faith and fair dealing; inducement of breach; interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, expenses, severance pay, attorneys' fees, or other compensation of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, or marital status; any claim under Title VII of the Civil Rights Act of 19641964 (Title VII, as amended), 42 U.S.C. § 2000, et seq., the Civil Rights Acts Act of 1991, the Americans with Disabilities ActAge Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621, et seq., the Fair Labor Standards ActOlder Workers Benefit Protection Act ('·OWBPA"), 29 U.S.C. § 626(f), the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay ActFamily and Medical Leave Act ("FMLA"), the Fair Credit Reporting ActAmericans with Disabilities Act ("ADA"), the Worker Adjustment and Retraining Notification ActConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Occupational Safety and Health Act of 2002, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, ("OSHA") or any New York wage and hour other health and/or safety laws, the California Fair Employment and Housing Actstatutes, the Uxxxx Civil Rights Actor regulations, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended; ● for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 1974, as amended (excluding COBRA"ER/SA"), the Internal Revenue Code of 1986, as amended; ● the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information and Nondiscrimination Act ("XXXX") and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law. (b) The Consultant represents and agrees that ( except as otherwise provided in subpart (g) below), prior to signing this Agreement, he has not filed or pursued any non-vested ownership interest in complaints, charges, or lawsuits of any kind with any court, governmental or administrative agency, or arbitral forum against the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.other person 3

General Release of Claims. In consideration exchange for and as a condition to EXACT Sciences Corporation’s promises to me contained in the Executive’s promises, covenants Employee Retention Agreement between EXACT Sciences Corporation and agreements in this Agreement and General Release, the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the Executive on [DATE], 2021 me (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such Employment Agreement. In exchange for the payments described in Section 5 of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors, administrators, beneficiaries, personal representatives and assigns) I agree as follows: I hereby completely, forever, irrevocably and unconditionally release release, acquit and dischargeforever discharge EXACT Sciences Corporation, to its predecessors, successors, affiliates, other related entities and assigns, and the maximum extent permitted by lawdirectors, the Company, the Company’s past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trusteesand representatives of any of the foregoing, members, partners, attorneys and agents (in each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors persons acting on behalf or assigns or estates of through any of the foregoing (any and all of whom or which are hereinafter referred to as the “Released PartiesCompany”) ), from any and all charges, complaints, claims, actionsliabilities, chargesobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, liabilities, obligations, damages, costs, expenseslosses, attorneys’ feesdebts and expenses (including attorney’s fees and costs actually incurred), damages and obligations of any kind or character nature whatsoever, known or unknown (collectively, “Claims”), that the Executive ever I now have, own, or hold, or claim to have, own, or hold, or that I at any time had, now has owned, or may in the future claims held, or claimed to have by reason of any acthad, conduct, omission, transaction, agreement, occurrence owned or any other matter whatsoever occurring up to and including held against the date that the Executive signs this AgreementCompany. This general release of claims Claims includes, without implication of limitation, the complete release of all Claims of breach of express or implied contract, including, without limitation, all Claims arising from any and employment offer letter from the Company; all claims: ● Claims of discriminationwrongful termination of employment whether in contract or tort; all Claims based on actions or omissions leading to this General Release of Claims; all Claims of intentional, harassment, retaliationreckless, or wrongful terminationnegligent infliction of emotional distress; ● for all Claims of breach of contract, whether oral, written, any express or implied; breach implied covenant of employment, including the covenant of good faith and fair dealing; all Claims of interference with contractual or advantageous relations, both express and impliedwhether those relations are prospective or existing; promissory estoppel; negligent all Claims of deceit or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel or slander; negligence; assault; battery; invasion all Claims of privacy; personal injury; compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; ● for violation or alleged violation of any federal, discrimination under state or municipal statute, rule, regulation or ordinancefederal law, including, but not limited to, the Age Discrimination in Employment Act without implication of 1967, the Older Workers Benefit Protection Act of 1990limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 199142 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Lxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family & Medical Leave Act, the Sxxxxxxx-Xxxxx Age Discrimination in Employment Act of 20021967, the federal False Claims Act, the Family First Coronavirus Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and Housing Act, the Uxxxx Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent Leave Act, the California Labor Code, any California Industrial Welfare Commission Wage Order, any California wage and hour law, in each case29 U.S.C. § 621 et seq., as such laws amended, and Chapter 151B of the Massachusetts General Laws; all Claims of defamation or damage to reputation; all Claims for reinstatement; all Claims for punitive or emotional distress damages; all Claims for wages, bonuses, severance, back or front pay or other forms of compensation; and all Claims for attorney’s fees and costs. This General Release of Claims shall not be construed to include a release of Claims that arise from the Company’s obligations under the Agreement. I acknowledge that I have been or may be amended; ● advised to consult with an attorney before signing this General Release. I further understand that I have been given an adequate opportunity, if I so desired, to consider this General Release for employee benefits, including, without limitation, any and all claims under up to twenty-one (21) days before deciding whether to sign it. If I signed this General Release before the Employee Retirement Income Security Act of 1974 (excluding COBRA); ● to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options or incentive units; ● arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express or implied), understanding, personnel policy or practice, or employee handbook; ● relating to or arising from the Executive’s employment with the Company, the terms and conditions expiration of that employmenttwenty-one (21) day period, and I acknowledge that such decision was entirely voluntary. I understand that for a period of seven (7) days after I execute this General Release I have the right to revoke it by a written notice to be received by the Secretary of the Company by the end of that period. I also understand that this General Release shall not be effective or enforceable until the expiration of that period. Notwithstanding the foregoing, I agree that nothing in this General Release of Claims is intended to affect any of my obligations that continue after the termination of my employment contained in the Agreement or in any written agreement entered into between the Company and myself with respect to confidentiality, ownership of inventions, non-competition and/or non-solicitation. I represent and agree that employment, including, without limitation any I have carefully read and fully understand all claims for discrimination, harassment, retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly listed above; and ● any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, costs and disbursements. The Executive expressly acknowledges that of the provisions of this general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement and General Release which the Executive has or may have against the Released Parties, whether and that I am voluntarily agreeing to such claims are known or unknown, suspected or unsuspected, asserted or un-asserted, disclosed or undisclosedprovisions. By signing this Agreement and General Release, the Executive expressly waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful discrimination or harassment.[Name] Date