Common use of General Release Clause in Contracts

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, Ia. The Employee, for myself himself and for my his heirs, dependents, assigns, agents, executors, administrators, trustees, trustees and legal representatives and assigns (collectively referred to as "collectively, the “Releasors"), ”) hereby forever releasereleases, waive waives and discharge discharges the CompanyReleased Parties (as defined below) from each and every claim, its affiliatesdemand, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, causes cause of action, fees and liabilities fee, liability or right of any kind whatsoeversort (based upon legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees the Released Parties by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter matter, at any time up to and including the date of my execution of this SettlementEffective Date (as defined below), Waiver and General Releaseincluding without limitation, those in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary the Employee’s employment or termination of employment or any of the foregoing other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the CompanyReleased Parties. (b) b. Without limiting the generality of the foregoingprevious paragraph, this Settlement, Waiver and General Release is intended to and shall release the Releasees Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees Released Parties including, but not limited to, : (i1) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA") excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Parties subject to the terms and conditions of such plan and applicable law), the Family and Medical Leave Act, the Reconstruction Era Civil Rights Act, and the Rehabilitation Act of 1973; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii2) any other claim (whether based on federal, state or local lawlaw or ordinance, statutory or decisional) relating to or arising out of my the Employee’s employment, the terms and conditions of such employment employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to to, breach of contract (express or implied), tort, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; (3) any claim relating to or arising from a violation of Section 409A of the Internal Revenue Code of 1986, as amended; and (iv4) any claim for attorney's ’s fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will c. The foregoing release does not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including way affect: (1) the date Employee’s rights of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters indemnification to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I Employee was entitled immediately prior to the Termination Resignation Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service (as an officer employee or director of the Company (including, without limitation, under Section 11 any of the Employment AgreementReleased Parties); (ii2) my any rights the Employee may have as a stockholder (other than of the right to sue, which is released)Employer; (iii3) my the Employee’s vested rights under any tax-qualified pens▇▇▇ retirement plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement stock compensation plan maintained by a Released Party; (4) any right the Company Employee may have to obtain contribution in the event of an entry of judgment against the Employee as a result of any act or under COBRA; or (iv) my rights under failure to act for which the provisions Employee and any of the Employment Agreement which Released Parties are intended to survive termination of employment. jointly responsible; and (e5) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth right of the consideration paid Employee to me is attributable take whatever steps may be necessary to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider enforce the terms of the Agreement. d. For purposes of this Settlement, Waiver and General Release, the “Released Parties” means First Savings Bank Northwest, First Financial Northwest, Inc., all current and former parents, subsidiaries, related companies, partnerships, joint ventures and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and, with respect to each of them, their predecessors and successors, and, with respect to each such entity, all of its past, present, and future employees, officers, directors, members, stockholders, owners, representatives, assigns, attorneys, agents, insurers, and any other person acting by, through, under or in concert with any of the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained persons or entities listed in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreementparagraph, and the release contained their successors (whether acting as agents for such entities or in this Paragraph only shall not become effective or enforceable until such revocation period has expiredtheir individual capacities).

General Release. (a) For and in In consideration of for the payments to be made and the promises set forth under this Agreement and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, IEmployee agrees to unconditionally, for myself irrevocably, and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever fully release, waive waive, and discharge the Bank and the Company, its and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, employee benefit and/or pension plans or fundspredecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, successors and assignsreinsurers, and all of its or their agents (and the past, present and/or present, and future officers, directors, officersmanagers, trustees, agentsemployees, members, partnersshareholders, counselowners, employeesrepresentatives, fiduciariesattorneys, administratorsinsurers, representatives reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities ) (collectively referred to as "Releasees"), the “Released Parties”) from and against any and all claims, demandsactions, causes of action, fees suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and liabilities damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Releasors Employee ever had, now have, has or hereafter may claim to have against Releasees any or all of the Released Parties for, upon or by reason of any actual fact, matter, injury, incident, circumstance, cause or alleged actthing whatsoever, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of time up to and including the date of my Employee’s execution of this SettlementRelease Agreement, Waiver and General Releaseincluding, in connection withwithout limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or arising out ofthe Company, my the termination of that employment, service as a directoror an alleged breach of the Employment Agreement. This General Release specifically includes, service as a trusteebut is not limited to, service as a fiduciary any claim for discrimination or termination violation of any of the foregoing with the Company. (b) Without limiting the generality of the foregoingstatutes, this Settlementrules, Waiver and General Release is intended to and shall release the Releasees from any and all claimsregulations or ordinances, whether known federal, state or unknownlocal, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Reconstruction Era Civil Rights Act, the Tennessee Equal Pay Act California Fair Employment and Housing Act, the Tennessee Handicap Discrimination Law California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: This General Release covers not only any and all claims by Employee against the Bank and the Smokers' Right Law; (iii) any Company, and the other claim (whether based on federalpersons and entities released in this General Release, state or local but, to the extent permitted by applicable law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) it also covers any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from damages or reinstatement asserted on Employee’s behalf by any source other person or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) aboveentity, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, government agency, investigative or administrative body against any Releasee with respect and Employee expressly waives the right to any actual such damages or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and reinstatement. This General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have does not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to include any claims that I may have under the ADEA and shall cannot apply to the portion of the release provided for in Section 3(a) lawfully be waived or (b) relating to the ADEAreleased by Employee. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For valuable consideration, the receipt and in consideration adequacy of which are hereby acknowledged, the payments to be made undersigned does hereby release and forever discharge the promises set forth under this Agreement “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and the Employment Agreementits partners, Isubsidiaries, for myself and for my associates, affiliates, successors, heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their pastagents, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorslawyers, representatives insurers, and assignsall persons acting by, whether acting on behalf of the Company or its affiliates through, under or in their individual capacities (collectively referred to as "Releasees")concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever had, the undersigned now havehas or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlementhereof. The Claims released herein include, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without without limiting the generality of the foregoing, this Settlementany Claims in any way arising out of, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now havebased upon, or may hereafter claim related to have against the Releasees employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act, and [__].1 Notwithstanding the Employee Retirement Income Security Act foregoing, this general release (the “Release”) shall not operate to release any rights or claims of 1974 the undersigned ("ERISA"i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the Family and Medical Leave Act; undersigned (the “Employment Agreement”), (ii) to payments or benefits under any claim under equity award agreement between the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law undersigned and the Smokers' Right Law; Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other claim similar governing document of the Company, (whether based on vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local lawgovernment regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower hereby agrees as follows ("General Release"): (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, IBorrower, for myself itself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, on behalf of its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, does hereby release, acquit and forever discharge Bank, all of Bank's predecessors in interest, and all of its or their pastBank's past and present officers, present and/or future directors, officersattorneys, trusteesaffiliates, employees and agents, members, partners, counsel, employees, fiduciaries, administrators, representatives of and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, fees defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilities expenses, of any kind whatsoeverevery type, kind, nature, description or character, whether known or unknown, which Releasors ever hadsuspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a "Released Claim" and collectively, the "Released Claims"), that Borrower now have, has or hereafter may claim to have against Releasees by reason acquire as of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of my execution of all conditions hereto; (ii) the date that Borrower has executed and delivered this SettlementAmendment to Bank (hereafter, Waiver and General Releasethe "Release Date"), in connection withincluding without limitation, or those Released Claims in any way related to or arising out of, my employmentconnected with or related to any and all prior credit accommodations, service as a directorif any, service as a trusteeprovided by Bank, service as a fiduciary or termination any of Bank's predecessors in interest, to Borrower, and any agreements, notes or documents of any of kind related thereto or the foregoing with the Companytransactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Without limiting Borrower hereby acknowledges, represents and warrants to Bank that it agrees to assume the generality risk of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, unanticipated or misunderstood defenses and Released Claims which Releasors ever hadare released by the provisions of this General Release in favor of Bank, now have, or may hereafter claim to and Borrower hereby waives and releases all rights and benefits which it might otherwise have against the Releasees including, but not limited to, (i) under any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory laws or decisional) relating statutes with regard to or arising out of my employment, the terms and conditions release of such employment the termination of such employment and/or any of the events relating directly unknown, unanticipated or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; misunderstood defenses and (iv) any claim for attorney's fees, costs, disbursements and the likeReleased Claims. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any Each person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, signing below on behalf of any other person and/or on behalf Borrower acknowledges that he or she has read each of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution provisions of this Settlement, Waiver and General Release. Each such person fully understands that this General Release which I released pursuant to Section 3(a) or (b) above. I further represent thathas important legal consequences, and each such person realizes that they are releasing any and all Released Claims that Borrower may have as of the date I sign Release Date. Borrower hereby acknowledges that it has had an opportunity to obtain a lawyer's advice concerning the legal consequences of each of the provisions of this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release Borrower hereby specifically acknowledges and covenants in this Section 3 do not apply areagrees that: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director none of the Company (including, without limitation, under Section 11 provisions of this General Release shall be construed as or constitute an admission of any liability on the Employment Agreement)part of Bank; (ii) my rights as a stockholder (the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other than the right to suetheory, which is released)whether legal, statutory or equitable; and (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained attempt to assert a Released Claim barred by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver shall subject Borrower to the provisions of any and all rights and applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims I may have as or causes of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredaction.

General Release. (a) For I acknowledge that my employment with Novanta Inc. (f/k/a GSI Group Inc.) (the “Company”) and all subsidiaries and affiliates thereof terminated on . I further acknowledge that the Company delivered this Release of Claims (the “Release”) to me on . (b) In exchange for the payments and benefits described in consideration that certain Employment Agreement by and between the Company and me (the “Employment Agreement”), which I agree I am not otherwise entitled to receive absent execution and non-revocation of the payments to be made Release, I and the promises set forth under this Agreement and the Employment Agreementmy representatives, Iagents, for myself and for my estate, heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred “Releasors”) voluntarily agree to as "Releasors"), hereby forever release, waive release and discharge the CompanyCompany and its parents, its affiliates, employee benefit and/or pension plans or fundssubsidiaries, insurerspredecessors, successors and successors, assigns, plan sponsors and all of its or their past, present and/or future directorsplan fiduciaries (and the current and former trustees, officers, trustees, agents, members, partners, counseldirectors, employees, fiduciariesand agents of each of the foregoing, administratorsall both individually, representatives and assigns, whether in their capacity acting on the Company’s behalf of the Company or its affiliates or and in their individual capacities official capacities) (collectively referred to as "“Releasees"), ”) generally from any and all claims, demands, causes of actionactions, fees suits, damages, debts, judgments and liabilities of any kind whatsoeverevery name and nature, whether existing or contingent, known or unknown, which Releasors ever hadsuspected or unsuspected, now havein law or in equity in connection with my employment by or termination of employment with the Company, or hereafter may claim to have against Releasees by reason any of any actual my dealings, transactions or alleged actevents involving the Releasees, omission, transaction, practice, policy, procedure, conduct, occurrence, arising on or other matter up to and including before the date of my execution this Release. This Release is intended by me to be all encompassing and to act as a full and total release of any claims that the Releasors may have or have had against the Releasees from the beginning of time to the date of this Settlement, Waiver and General Release, including but not limited to all claims in connection withcontract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or in breach of the obligation of good faith and fair dealing; and/or any way related to claims under any local, state or arising out offederal constitution, my statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service as a directoror application for military service or any other category protected by law (including, service as a trusteewithout limitation, service as a fiduciary claims under the Massachusetts Fair Employment Practices Act (Mass. Gen. Laws ch. 151B, §§1-10) and the Massachusetts Wage Act (Mass. Gen. Laws ch. 149, §§ 148-150)); and any federal, state or termination local law or regulation concerning securities, stock, stock options or restricted or performance stock units. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of any of lawsuit, administrative action or other claim or complaint against the foregoing with the CompanyReleasees, except as required by law. (bc) Without limiting the generality of the foregoingBy this Release, this Settlement, Waiver I not only release and General Release is intended to and shall release discharge the Releasees from any and all claimsclaims as stated above that the Releasors could make on my own behalf or on the behalf of others, whether known but also those claims that might be made by any other person or unknown, organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which Releasors ever had, now have, or may hereafter claim to have any claims against the Releasees including, but not limited to, (i) are made involving any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or matters arising out of my employmentemployment by or termination of employment with the Company, or any of my dealings, transactions or events involving the Releasees (d) I agree that, except for any payments or benefits set forth in Section 5 of the Employment Agreement that have not yet been paid, as applicable, the terms payments and conditions of such employment benefits the termination of such employment and/or any of the events relating directly or indirectly Company previously provided to or surrounding the termination of such employmentme are complete payment, includingsettlement, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; accord and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement satisfaction with respect to all obligations and liabilities of the Releasees to the Releasors, and with respect to all claims, causes of action and damages that could be asserted by the Releasors against the Releasees regarding my employment or termination of employment with the Company, or any claim of my dealings, transactions or right covered by Section 3(a) or (b) aboveevents involving the Releasees, including, without limitation, any source all claims for wages, salary, commissions, draws, car allowances, incentive pay, bonuses, business expenses, vacation, stock, stock options, restricted or proceeding involving any person or entityperformance stock units, the United States Equal Employment Opportunity Commission severance pay, attorneys’ fees, compensatory damages, exemplary damages, or other similar federal compensation, benefits, costs or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violationsums. Notwithstanding anything herein in this Release to the contrary, this Section 3(c) Release shall not apply to any claims that affect and I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply arewaive: (i) my rights of to indemnification I may have under: (A) applicable law, (B) any charter document or contribution to which I was entitled immediately prior to bylaws, (C) any agreement between me and the Termination Date under the Company's By-lawsCompany or any other Releasee, the Company's Certificate of Incorporation or otherwise with regard to my service (D) as an officer insured under any directors’ and officers’ liability insurance policy now or director of the Company (includingpreviously in force, without limitation, under Section 11 of the Employment Agreement); (ii) any right I may have to obtain contribution in the event of the entry of judgment against me as a result of any act or failure act for which both I and any Releasee are jointly responsible; and (iii) my rights to vested benefits and payments under any stock options, restricted or performance stock units or other incentive plans or any agreements relating thereto or under any retirement plan, welfare benefit plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with the terms and provisions thereof, or my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions equity holder of the Employment Agreement which are intended to survive termination of employmentCompany. (e) I understand and agree that this Release will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Releasees. (f) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of if any and all rights and claims I may have as provision of this dateRelease is found, including rights held or claims arising deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms remainder of this Settlement, Waiver Release shall continue in full force and General Releaseeffect. (g) This Release is deemed made and entered into in the Commonwealth of Massachusetts, and in all respects shall be interpreted, enforced and governed under the event I decide internal laws of the Commonwealth of Massachusetts, to execute the extent not preempted by federal law. (h) Notwithstanding the comprehensive release of claims set forth in the preceding paragraphs of this Agreement Section 1, nothing in fewer than 21 daysthis Release shall bar or prohibit me from contacting, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or local law. However, I have done nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any agency proceeding in which I do so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredparticipate.

General Release. (a) For Each of Borrower and in consideration Guarantors, on behalf of the payments to be made itself and the promises set forth under this Agreement and the Employment Agreementon behalf of its Subsidiaries, Isuccessors, for myself and for my heirs, dependents, executors, administrators, trusteesassigns, legal representatives and assigns financial advisors (collectively referred to as "Releasors"collectively, the “Releasing Parties”), hereby releases, acquits and forever releasedischarges Agent, waive the Lenders and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors each of their respective past and assigns, and all of its or their past, present and/or future directors, officers, trusteesemployees, agents, membersattorneys, partnersaffiliates, counselpredecessors, employeessuccessors, fiduciaries, administrators, representatives administrators and assigns, whether acting on behalf assigns (the “Released Parties”) of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), and from any and all claims, demandsactions, causes of action, fees demands, rights, damages, costs, loss of service, expenses and liabilities of compensation whatsoever heretofore or hereafter arising from any kind whatsoever, whether known events or unknown, which Releasors ever had, now haveoccurrences, or hereafter may claim anything done, omitted to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencebe done, or other matter up allowed to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of be done by any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalfReleased Parties, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of the same arising from or related to anything done, omitted to be done, or allowed to be done by any of the Released Parties and in any way connected with this Agreement or any of the other Loan Documents, any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), 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 EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release contained is an essential and material of this Agreement, and that the agreements in this Paragraph only paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not become effective or enforceable until to do so, and each Releasing Party executes such revocation period has expiredrelease voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. (a) For a valuable consideration, the receipt and in consideration adequacy of which are hereby acknowledged, the payments to be made undersigned does hereby release and forever discharge the promises set forth under this Agreement “Releasees” hereunder, consisting of Sunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware limited liability company and the Employment Agreementeach of their partners, Isubsidiaries, for myself and for my associates, affiliates, successors, heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their pastagents, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorslawyers, representatives insurers, and assignsall persons acting by, whether acting on behalf of the Company or its affiliates through, under or in their individual capacities (collectively referred to as "Releasees")concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever had, the undersigned now havehas or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlementhereof. The Claims released herein include, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without without limiting the generality of the foregoing, this Settlementany Claims in any way arising out of, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now havebased upon, or may hereafter claim related to have against the Releasees employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federalCalifornia Fair Employment and Housing Act. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, state or local lawWHICH 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, statutory or decisional) relating to or arising out of my employmentWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employmentBEING AWARE OF SAID CODE SECTION, includingHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, but not limited to breach of contract (express or implied)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, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. The Executive, on behalf of himself and anyone claiming through him, hereby agrees not to s▇▇ the Company or any of its divisions, subsidiaries, affiliates or other related entities (awhether or not such entities are wholly owned) For and in consideration or any of the payments to be made and the promises set forth under this Agreement and the Employment Agreementpast, Ipresent or future directors, for myself and for my heirs, dependents, executorsofficers, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counselfiduciaries, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf agents or attorneys of the Company or its affiliates any of such other entities, or in their individual capacities the predecessors, successors or assigns of any of them (collectively hereinafter referred to as "Releasees"the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all claims, demands, causes of action, fees lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and liabilities demands of any kind nature whatsoever, whether in law or in equity, both known or and unknown, asserted or not asserted, foreseen or unforeseen, which Releasors the Executive ever had, now have, had or hereafter may claim to presently have against Releasees by reason any of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter the Released Parties arising from the beginning of time up to and including the date of my execution of on which this SettlementAgreement is executed, Waiver and General Releaseincluding, in connection withwithout limitation, or all matters in any way related to the Executive’s employment by the Company or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of its affiliates, the foregoing terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company. (b) Without limiting the generality Company or any of the foregoingits affiliates, this Settlementand including, Waiver and General Release is intended to and shall release the Releasees from without limitation, any and all claimsclaims arising under the Civil Rights Act of 1964, whether known or unknownas amended, which Releasors ever hadthe Civil Rights Act of 1991, now havethe Civil Rights Act of 1866, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")Act, Title VII of the Civil Rights Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or 1974, the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Illinois Human Rights Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state Chicago or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence C▇▇▇ County Human Rights Ordinance or any other matter up to and including the date of my execution of this Settlementfederal, Waiver and General Release which I released state, local or foreign statute, regulation, ordinance or order, or pursuant to Section 3(a) or (b) above. I further represent thatany common law doctrine; provided, as of the date I sign this Settlementhowever, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants nothing contained in this Section 3 do not 9 shall apply are: (i) my rights of indemnification to, or contribution to which I was entitled immediately prior to release the Termination Date under the Company's By-lawsCompany from, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director any obligation of the Company (including, without limitation, under Section 11 i) contained in this Agreement or in any benefit plan of the Employment Agreement); Company in which the Executive participates or (ii) my rights as a stockholder (other than to indemnify the right Executive pursuant to sue, which the Company’s certificate of incorporation or by-laws. The consideration offered herein is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained accepted by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge Executive as being in full accord, satisfaction, compromise and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver settlement of any and all rights claims or potential claims, and claims I may have as the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of this date, including rights any kind from the Company or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth any of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Releaseother Released Parties, and that in the event I decide of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to execute this Agreement in fewer than 21 daysthe Executive, I have done so including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that he has no present or future right to employment with the express understanding Company or any of the other Released Parties and that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release he will not apply for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at or otherwise seek employment with any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredthem.

General Release. (a) For and in In consideration of the payments to be made and promises of the promises Company set forth under this Agreement and in the Employment Agreement, which includes compensation to which I would not otherwise be entitled, I, for myself on behalf of myself, and for my heirs, dependents, executors, administrators, trusteessuccessors, legal representatives assigns, dependents, descendants and assigns (collectively referred to as "Releasors")attorneys hereby knowingly, hereby voluntarily, and willingly fully and forever release, waive discharge, and discharge covenant not to s▇▇ the CompanyCompany and its direct and indirect parents, its subsidiaries, affiliates, employee benefit and/or pension plans or fundsand related companies, insurerspast and present, successors and assigns, and all as well as each of its or and their past, present and/or future directors, officers, employees, agents of the foregoing, representatives, advisers, trustees, insurers, assigns, successors, and agents, memberspast and present (collectively, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively hereinafter referred to as the "ReleaseesReleased Parties"), from of, from, and with respect to any and all claimsclaim, demandsduty, causes obligation, or cause of action, fees and liabilities action relating to any matters of any kind whatsoeverkind, whether presently known or unknown, which Releasors ever hadsuspected or unsuspected, now havethat any of them may possess arising from any omissions, acts, or hereafter may claim to facts that have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter occurred up to until and including the date of my execution this Release of this Settlement, Waiver Claims including: · any and General Release, in connection with, or in any way related all claims relating to or arising out of, from my employment, service as a director, service as a trustee, service as a fiduciary or employment relationship with the Company and the termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from either such relationship; · any and all claimsclaims for wrongful discharge of employment; breach of contract, whether known both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or unknown, which Releasors ever had, now have, intentional infliction of emotional distress; negligent or may hereafter claim to have against the Releasees including, but not limited to, (i) intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; · any claim of discrimination or retaliation and all claims arising under the Age Discrimination in Employment Employee Retirement Income Security Act ("ADEA")of 1974, the Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights ActAct of 1964, as amended, the Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Fair Labor Standards Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) National Labor Relations Act, as amended, any other claim (whether based on federal, federal or state or local anti-discrimination law, statutory or decisional) any local or municipal ordinance relating to discrimination in employment or human rights and the common law; · any and all claims for salary, bonus, severance pay, pension, paid time off pay, life insurance, health or medical insurance, or any other fringe benefits, other than the payments and benefits provided for in the Agreement; · any and all claims arising out of my employment, the terms any other laws and conditions of such regulations relating to employment the termination of such or employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damagesdiscrimination; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against · any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable claims for attorneys' fees, fees and costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower and each Guarantor hereby agree as follows (“General Release”): (a) For Borrower and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, Ieach Guarantor, for myself itself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, on behalf of its affiliates, employee benefit and/or pension plans or funds, insurers, respective successors and assigns, do hereby release, acquit and forever discharge Bank, all of Bank’s predecessors in interest, and all of its or their pastBank’s past and present officers, present and/or future directors, officersattorneys, trustees, agents, members, partners, counselaffiliates, employees, fiduciariesand agents, administrators, representatives of and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, fees defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and liabilities expenses, of any kind whatsoeverevery type, kind, nature, description or character, whether known or unknown, which Releasors ever hadsuspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Released Claim” and collectively, the “Released Claims”), that Borrower or any Guarantor now have, has or hereafter may claim to have against Releasees by reason acquire as of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of my execution of all conditions hereto; or (ii) the date that Borrower and each Guarantor have executed and delivered this SettlementAmendment to Bank (hereafter, Waiver and General Releasethe “Release Date”), in connection withincluding without limitation, or those Released Claims in any way related to or arising out of, my employmentconnected with or related to any and all prior credit accommodations, service as a directorif any, service as a trusteeprovided by Bank, service as a fiduciary or termination any of Bank’s predecessors in interest, to Borrower or any Guarantor, and any agreements, notes or documents of any of kind related thereto or the foregoing with the Companytransactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Without limiting Borrower and each Guarantor hereby acknowledge, represent and warrant to Bank that they agree to assume the generality risk of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, unanticipated or misunderstood defenses and Released Claims which Releasors ever hadare released by the provisions of this General Release in favor of Bank, now have, or may hereafter claim to and Borrower and each Guarantor hereby waive and release all rights and benefits which they might otherwise have against the Releasees including, but not limited to, (i) under any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory laws or decisional) relating statutes with regard to or arising out of my employment, the terms and conditions release of such employment the termination of such employment and/or any of the events relating directly unknown, unanticipated or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; misunderstood defenses and (iv) any claim for attorney's fees, costs, disbursements and the likeReleased Claims. (c) Except as provided herein, I agree Borrower and each Guarantor hereby acknowledge that I will not from any source or proceeding, seek or accept any award or settlement with respect each of them has had an opportunity to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, obtain a lawyer’s advice concerning the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to legal consequences of each of the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution provisions of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release Borrower and covenants in this Section 3 do not apply areeach Guarantor hereby specifically acknowledge and agree that: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director none of the Company (including, without limitation, under Section 11 provisions of this General Release shall be construed as or constitute an admission of any liability on the Employment Agreement)part of Bank; (ii) my rights as a stockholder (the provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other than the right to suetheory, which is released)whether legal, statutory or equitable; and (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained attempt to assert a Released Claim barred by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver shall subject Borrower and each Guarantor to the provisions of any and all rights and applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims I may have as or causes of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredaction.

General Release. (a) For Employee, on behalf of himself and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for my his heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge Longs Corporation, Longs California, and all of its or their pastrespective affiliates, present and/or future stockholders, directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorssuccessors, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), agents and attorneys from any and all charges, complaints, grievances, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and liabilities costs actually incurred), of any whatever kind whatsoeveror nature, whether known or unknown, which Releasors ever hadsuspected or unsuspected, now have, joint or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. several (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown“Claims”), which Releasors ever had, now have, Employee has had or may hereafter claim to have had, against any such persons or entities by reason of any matter, act, omission, cause or event whatever that has occurred up to and including the Releasees includingEffective Date other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes, but not limited to, without limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of Longs, (ii) all Claims arising from or relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the Effective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of right(s), including without limitation, any claim of discrimination or retaliation under (as amended) the Age Discrimination in Employment Act ("ADEA")of 1967, Title VII of the Civil Rights ActAct of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family California Fair Employment and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Housing Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) California Labor Code, any other claim (whether based on federal, state or local law, statutory statute or decisional) relating to law governing employment or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of and any Claim in contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the liketort. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) aboveFor the purpose of implementing a full and complete release and discharge, includingEmployee expressly acknowledges that this Agreement with the general release set forth in this Section 11 is intended to include in its effect, without limitation, any source all Claims which Employee does not know or proceeding involving any person or entity, suspect to exist in his favor at the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and that this Agreement and such general releases contemplate the release contained in this Paragraph only shall not become effective or enforceable until extinguishment of all such revocation period has expiredClaims. Employee expressly waives and relinquishes all rights and benefits he may have under Section 1542 of the California Civil Code which provides: 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, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

General Release. (a) For good and in consideration valuable consideration, the receipt of the payments to be made and the promises set forth under this Agreement and the Employment Agreementwhich is hereby acknowledged, I, ▇▇. ▇▇▇▇▇▇▇▇ for myself himself and for my his heirs, dependents, executors, administrators, trustees, legal representatives and assigns (hereinafter, collectively referred to as ("Releasors"), hereby forever release, waive release and discharge the CompanyVITEX, its or any of VITEX's past, present or future parent entities, partners, subsidiaries, affiliates, divisions, employee benefit and/or pension plans or funds, insurers, successors and assigns, assigns and all any of its or their past, present and/or or future directors, officers, trusteesattorneys, agents, memberstrustees, partners, counseladministrators, employees, fiduciaries, administrators, representatives and assigns, or assigns (whether acting on behalf of the Company or its affiliates as agents for VITEX or in their individual capacities capacities) (collectively referred to as "Releasees"), ) from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoeverwhatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasors ever had, now have, have or hereafter can, shall or may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this SettlementAgreement Effective Date, Waiver and General Release, as defined in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (bParagraph 10(c) below. Without limiting the generality of the foregoing, this Settlement, Waiver Releasors hereby release and General Release is intended to and shall release the discharge Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, from: (i) any claim and all claims relating to ▇▇. ▇▇▇▇▇▇▇▇'▇ employment by VITEX, the terms and conditions of such employment, the employee benefits related to his employment and/or his separation from such employment; (ii) any and all claims of employment discrimination or and/or retaliation under the Age Discrimination in Employment Act ("ADEA")any federal, state or local statute or ordinance, including without limitation, any and all claims under Title VII of the Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, ; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law New York State Human Rights Law; and the Smokers' Right New York City Human Rights Law; ; (iii) any other claim and all claims for wrongful discharge and/or breach of employment contract (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express the Employment Agreement) or implied)any claims related to compensation or benefits, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress including claims for bonus or compensatory or punitive damages; and deferred payments; (iv) any claim and all claims for defamation, libel or slander against any Releasees; and (v) any and all claims for attorney's fees, costs, costs disbursements and the like. (c) Except as provided herein; which Releasors ever had, I agree that I will not from any source now have or proceedinghereafter can, seek shall or accept any award may have against Releasees for, upon or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding reason of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, transaction or occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in In consideration of of, among other things, the payments to be made Agent and the promises set forth under Lenders’ execution and delivery of this Agreement and the Employment Agreement, Ieach the Loan Parties, for myself on behalf of itself and for my heirsits agents, dependentsrepresentatives, executorsofficers, administratorsdirectors, trusteesadvisors, legal representatives employees, subsidiaries, affiliates, successors and assigns (collectively referred to as "collectively, “Releasors"”), hereby forever releaseagree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, waive releases and discharge discharges, to the Companyfullest extent permitted by law, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), each Releasee from any and all claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, fees suits, debts, accounts, interests, liens, promises, warranties, damages and liabilities consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Lenders in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the later of the Effective Date or the date on which Releasors ever hadthe conditions to effectiveness set forth in Section 3 (Conditions Precedent) hereof are completed, now havethat relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or hereafter may claim (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to have against Releasees any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by reason Borrower or any other Loan Party of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, loans or other matter up financial accommodations made by any Lender after the Effective Date shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to and including the date of my execution receipt of any such Loans or other financial accommodations. In entering into this SettlementAgreement, Waiver Borrower and General Release, in connection each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way related to on any such representations, acts and/or omissions or arising out ofthe accuracy, my employment, service as a director, service as a trustee, service as a fiduciary completeness or validity thereof. The provisions of this Section shall survive the termination of any this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the foregoing with the CompanyObligations. (b) Without limiting the generality Each of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalfLoan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any other person and/or regulatory proceeding or otherwise) any Releasee on behalf of or as a member the basis of any alleged class of persons) in any courtClaim released, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence remised and discharged by Borrower or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEALoan Party. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in a. In consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assignsabove, and all of the terms of this Agreement, you, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for yourself, your agents, successors, heirs and assigns (“Releasors”), do hereby release, remise and forever discharge GTJ REIT, Inc. and each of its or their pastparents, present and/or future directorssubsidiaries, affiliates, related entities, predecessors, successors, assigns, and each of its current and former agents, servants, shareholders, employees, officers, trusteesdirectors, agentsmanagers, executives, members, partners, counseltrustees, employees, fiduciariesrepresentatives, administratorsboard members, representatives attorneys, investors and assignsinsurers and each of their heirs, whether successors, executors and administrators and all persons acting on behalf by, through, under and/or in concert with any of the Company or its affiliates or in their individual capacities them (collectively referred to as "“Releasees"), ”) of and from any and all claims, demands, causes of action, fees actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys’ fees, damages, penalties, punitive damages and liabilities liability of any kind nature whatsoever, in law or in equity or otherwise, which Releasors (You) have had, now have, shall or may have, whether known or unknown, which Releasors ever hadforeseen or unforeseen, now havesuspected or unsuspected, or hereafter may claim to have against Releasees by reason of any actual cause, matter or alleged actthing whatsoever, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up from the beginning of the world to and including the effective date of my execution of this SettlementAgreement, Waiver and General Release, in connection with, or in any way related including those relating to or arising out ofof your employment with the Company and/or its affiliates, my the terms and conditions of such employment, service as a director, service as a trustee, service as a fiduciary or and the termination of any of the foregoing with the Companythat employment. (b) Without limiting b. By the generality general release set forth in this paragraph, you acknowledge that you are giving up all claims relating to or arising out of the foregoingyour employment with GTJ REIT, this SettlementInc., Waiver and General Release is intended to and shall release the Releasees from and/or its affiliates, the terms and conditions of such employment, and the termination of that employment, including but not limited to claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all claimsother torts, whether known and claims for attorneys’ fees, as well as including but not limited to any and all statutory claims referred to herein. Restricted common stock that you have been awarded as an equity bonus are deemed to have fully vested. c. You further acknowledge that various federal, state and local laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, handicap or unknownveteran’s status. These include Title VII of the Civil Rights Act of 1964, which Releasors ever hadthe Civil Rights Acts of 1866 and 1871, and the Civil Rights Act of 1991 (relating to gender, national origin, religion, race and certain other kinds of job discrimination); the Pregnancy Discrimination Act; the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1973, the Americans with Disabilities Act, and Delaware’s Handicapped Persons Employment Protections Act (relating to disability discrimination in employment); the New York Human Rights Act (prohibiting all of the above forms of employment discrimination); and the New York City Human Rights Law (prohibiting all of the above forms of employment discrimination). You understand and acknowledge that this general release applies to all such employment-related claims that you now have, have or may hereafter claim to have against had through the Releasees effective date of this Agreement. d. You also understand and acknowledge that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Employee Retirement Income Security Act (excluding claims for vested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the New York Wage Payment Law, the Delaware Wage Payment and Collection Act, wage and hour laws, whistleblower laws and other laws. You acknowledge that you are giving up any claims you may have under any of these statutes and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. You also understand and acknowledge that you are giving up any and all claims for benefits including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plan or program; claims for distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit sharing plans (excluding claims for vested benefits); claims for group health insurance coverage (excluding claims for COBRA continuation coverage); or any other claims. You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the effective date of this Agreement. e. You further agree that neither you, nor anyone on your behalf shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the aforementioned federal, state or local statutes, or any other such laws. You understand and acknowledge that the general release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had through the date of this Agreement. f. The general release set forth in this paragraph is intended to comply with Section 201 of the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. § 626(f). Accordingly, you acknowledge, represent and certify as follows: (i) any claim of discrimination that you waive all rights or retaliation claims under the Age Discrimination in Employment Act Act, 29 U.S.C. § 621 et seq. ("“ADEA"”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family knowingly and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release voluntarily in exchange for consideration and one-eighth of the consideration paid value to me is attributable to which you would not otherwise have been entitled; (ii) that by this ADEA portion of the Settlement, Waiver and General Release. I Agreement you have been advised that I may in writing by the Company to consult with the an attorney of my choosing concerning your choice in conjunction with this Settlement, Waiver Agreement and General Release prior your decision to executing it. I also waive your rights or claims under the ADEA or otherwise; (iii) that you have been allowed given a period of at least 21 twenty-one (21) days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity within which to consider this Settlement, Waiver Agreement and General Release your decision to waive your rights under the ADEA or otherwise; (iv) that you have been informed by the Company and understand that you may revoke your acceptance of this Agreement for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only period of seven (regarding claims under the ADEA), at any time during the seven 7) days following the date of execution of this Agreementafter signing it, and the release contained in that this Paragraph only shall Agreement will not become effective or enforceable until such revocation after the seven (7) day period has expired, and that any revocation you make shall be in writing, sent by regular mail or overnight mail for receipt within the seven (7) day revocation period to our attorney: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ And Associates, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and (v) that you further understand that if you revoke your acceptance as described above, this Agreement shall be null and void in its entirety, and if you have not revoked this Agreement by the end of the seven (7) day period referenced in the last paragraph, this Agreement will be in full force and effect. g. Notwithstanding any local or other law to the contrary, You expressly agree that this Agreement and this Paragraph 4 will extend and apply to all claims, injuries and damages that You may have against the Company or any Releasees at the time You sign this Agreement, regardless of whether you are aware or suspect such claims, injuries or damages at the time you sign this Agreement.

General Release. (a) For Employee, for and in consideration of the payments undertakings of the Company set forth herein, and intending to be made legally bound, does hereby permanently and the promises set forth under this Agreement irrevocably sever Employee’s employment relationship with USEC and the Employment Agreementalso does hereby remise, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and forever discharge the CompanyUSEC and its subsidiaries, its affiliates, employee benefit and/or pension plans or fundsand their officers, insurersdirectors, shareholders, employees and agents, their respective successors and assigns, heirs, executors, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities administrators (collectively herein referred to collectively as "“Releasees"), ”) of and from any and all claims, demands, actions and causes of actionactions, fees suits, debts, claims and liabilities of any kind whatsoever, whether known demands whatsoever in law or unknownin equity, which Releasors Employee ever had, now has, or which Employee or Employee’s heirs, executors or administrators may have, or hereafter may claim to have against Releasees by reason of any actual matter, cause or alleged actthing whatsoever, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of Employee’s employment with USEC up to and including the date of my execution of this SettlementAgreement, Waiver and General Releaseparticularly, in connection withbut without limitation, any claims arising from or relating in any way related to Employee’s employment relationship or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or the termination of any of the foregoing Employee’s employment relationship with the Company. (b) Without limiting the generality of the foregoingUSEC, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination claims which have been asserted, could have been asserted or retaliation could be asserted now or in the future, including any claims under any federal, state or local laws, including, but not limited to, the Age Discrimination in Employment Act ("ADEA")United States Constitution, the Maryland Constitution, Title VII of the Civil Rights ActAct of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended, the National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Workers Retraining and Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974 ("ERISA") or 1974, as amended, Section 211 of the Family and Medical Leave Act; (ii) any claim under Energy Reorganization Act of 1974, as amended, the Tennessee Anti-Discrimination Maryland Human Rights Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) as amended or any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein law or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEAregulation. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. The Agents, the Lenders and the Loan Parties desire to resolve each and every one of any Claims (aas such term is defined below) For that the Loan Parties may have (if any) in conjunction with the execution of this Amendment and thus each Loan Party makes the release contained in this Section. In consideration of Agents’ and Lenders’ entering into this Amendment and agreeing to the payments to be made and the promises substantial concessions as set forth under this Agreement and the Employment Agreementherein, Ieach Loan Party, for myself itself and for my heirson behalf of its successors, dependentsassigns, executorslimited partners, administratorsgeneral partners, investors, Subsidiaries, shareholders, trustees, legal representatives officers, directors, employees, agents and assigns (collectively referred to as "Releasors")attorneys, and any Person acting for or on behalf of, or claiming through, it, hereby fully and unconditionally releases, remises and forever releasedischarges each Agent, waive each Lender, their respective Affiliates and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assignsRelated Funds, and all each of its or their respective successors in title, past, present and/or and future directors, officers, trusteesemployees, subsidiaries, branches, affiliates, attorneys, agents, membersrepresentatives, partnerssuccessors and assigns and all Persons, counselfirms, employees, fiduciaries, administrators, representatives corporations and assigns, whether organizations acting on behalf any of their behalves (collectively, the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"“Released Parties”), of and from any and all claims, demandsallegations, causes of action, fees suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities liabilities, of any whatever kind whatsoeveror nature (whether in law, in equity or otherwise), from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, asserted or unasserted, anticipated or unanticipated, which Releasors ever such Loan Parties has, had, now have, claims to have had or hereafter may claim claims to have against Releasees the Released Parties (other than those claims directly resulting from the gross negligence or willful misconduct of such Released Party as determined in a final judgment by a court of competent jurisdiction) by reason of any actual act or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrenceomission on the part of the Released Parties, or other matter any of them, occurring prior to the date on which this Amendment is executed, including without limitation on account of or in any way affecting, concerning or arising out of or founded upon this Amendment up to and including the date on which this Amendment is executed, including without limitation all such loss or damage of my execution of this Settlement, Waiver and General Release, in connection with, any kind heretofore sustained or in any way related to or arising out of, my employment, service that may arise as a director, service as a trustee, service as a fiduciary or termination of any consequence of the foregoing with dealings among the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter parties up to and including the date of my execution of on which this SettlementAmendment is executed, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) extent relating to the ADEA. Loans, the Obligations, the Financing Agreement or any of the other Loan Documents, including the administration and enforcement thereof (d) Notwithstanding anything herein collectively, all of the foregoing are the “Claims”). Each Loan Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by such Loan Party against the Released Parties relating to the contraryLoans, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-lawsObligations, the Company's Certificate of Incorporation Financing Agreement or otherwise with regard to my service as an officer or director any of the Company (includingother Loan Documents, without limitation, under Section 11 of including the Employment Agreement); (ii) my rights as a stockholder (other than the right to sueadministration and enforcement thereof, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by not released hereby. Each Loan Party represents and warrants that the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release foregoing constitutes a voluntary waiver full and complete release of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredClaims.

General Release. I, (a) For the “Executive”), for and in consideration of the payments (i) certain severance benefits to be made paid and provided to me by Milacron Inc. (the promises set forth “Company” and/or “Milacron”) under this the Special Executive Retention & Severance Agreement (the “Agreement”) and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge ii) the Company’s execution of a release in favor of the Executive, on the date this General Release becomes irrevocable, substantially in the form attached hereto as Annex 1, and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE Company and each of its past or present subsidiaries and affiliates, its affiliatesand their past or present officers, employee benefit and/or pension plans or fundsdirectors, insurersshareholders, employees and agents, their respective successors and assigns, heirs, executors and all administrators, the pension and employee benefit plans of the Company, or of its past or their pastpresent subsidiaries or affiliates, and the past or present and/or future directorstrustees, officers, trusteesadministrators, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf or employees of the Company or its affiliates or in their individual capacities pension and employee benefit plans (hereinafter collectively referred to herein as "“Releasees"” and included within the term the “Company”), acting in any capacity whatsoever, of and from any and all claims, demands, manner of actions and causes of actionactions, fees suits, debts, claims and liabilities of any kind whatsoever, whether known demands whatsoever in law or unknownin equity, which Releasors I ever had, now have, or hereafter may claim to have against Releasees have, or which my heirs, executors or administrators hereafter may have, by reason of any actual matter, cause or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up thing whatsoever from the beginning of my employment with the Company to and including the date of my execution these presents and particularly, but without limitation of this Settlementthe foregoing general terms, Waiver and General Release, in connection with, any claims arising from or relating in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or employment relationship and the termination of any of the foregoing my employment relationship with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, (i) any claim of discrimination claims which have been asserted, could have been asserted, or retaliation could be asserted now or in the future under any federal, state or local laws, including any claims under the Age Discrimination in Employment Ohio Revised Code, the Rehabilitation Act ("ADEA")of 1973, 29 USC Sections 701 et seq., as amended, Title VII of the Civil Rights ActAct of 1964, 42 USC Sections 2000e et seq., as amended, the Civil Rights Act of 1991, 2 USC Sections 601 et seq., as applicable, the Age Discrimination in Employment Act of 1967, 29 USC Sections 621 et seq., as amended (“ADEA”), the Americans with Disabilities Act, 29 USC Sections 706 et seq., and the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act1974, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal29 USC Sections 301 et seq., state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitationamended, any source contracts between the Company and me and any common law claims now or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any hereafter recognized and all demandsclaims for counsel fees and costs; provided, assessmentshowever, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, that this Section 3(c) Release shall not apply to any claims that I may have entitlements under the ADEA and shall not apply to the portion terms of the release provided for in Section 3(a) Agreement, any applicable Executive Severance Agreement or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contraryExecutive/Retention Separation Plan, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation any other plans or otherwise with regard to my service as an officer or director programs of the Company in which I participated and under which I have accrued and become entitled to a benefit other than under any Company separation or severance plan or programs. Notwithstanding the foregoing, I understand that I shall continue to be indemnified by the Company as to any liability (including, without limitation, under Section 11 amounts paid in settlement), cost or expense (including, without limitation, reasonable attorneys fees and costs) for which I would have been indemnified and insured during employment, in accordance with and subject to the Company’s certificate of incorporation or insurance coverages in force for employees of the Employment Agreement); (ii) Company serving in executive capacities for actions taken on behalf of the Company within the scope of my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained employment by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employmentCompany. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For I, and in consideration each of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for my respective heirs, dependents, executors, administrators, trusteesrepresentatives, legal representatives agents, successors and assigns (collectively referred to as "collectively, the “Releasors"), ”) hereby irrevocably and unconditionally release and forever release, waive and discharge the CompanyCIT, its affiliates, employee benefit and/or pension plans or funds, insurers, successors subsidiaries and assigns, affiliates (the “Company Group”) and all each of its or their past, present and/or future directors, respective officers, trustees, agents, members, partners, counsel, employees, fiduciariesdirectors, administrators, representatives shareholders and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), agents from any and all claims, demandsactions, causes of action, fees and rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind whatsoeverClaims under any federal, whether known state, local or unknownforeign law, which that the Releasors ever had, now may have, or hereafter in the future may claim to have against Releasees by reason possess, arising out of any actual (i) my employment relationship with and service as an employee or alleged actofficer of the Company Group, omission, transaction, practice, policy, procedure, conduct, occurrenceand the termination of such relationship or service, or other matter up (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to and including the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of my execution of this SettlementRelease under CIT’s compensation and benefit plans, Waiver and General Releasesubject, in connection witheach case, or to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any aspect of the foregoing my employment with the Company. (b) Without limiting the generality of the foregoingCompany Group, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, (i) any claim of discrimination or retaliation all claims under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or ; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Conscientious Employee Protection Act; (ii) any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim under for the Tennessee Anti-Discrimination Actnegligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Lawcosts and/or expenses; (iii) any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other claim (whether based on federal, state or local lawhuman rights, statutory civil rights, wage and hour, wage payment, pension or decisional) relating labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employment Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of the my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly relationship or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an employee or officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, Group and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredtermination thereof.

General Release. (a) For and in consideration of Effective on the payments to be made and the promises set forth under this Agreement and the Employment Agreementdate hereof, Ieach Borrower Party, for myself itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for my heirsor on behalf of, dependentsor claiming through it, executorshereby waives, administratorsreleases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, legal representatives agents and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, other professionals and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf other Persons to whom any member of the Company or its affiliates or in their individual capacities Lender would be liable if such Persons were found to be liable to such Borrower Party (collectively referred to as "each a “Releasee” and collectively, the “Releasees"”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, fees damages, losses, costs and liabilities expenses of any kind whatsoeveror character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Releasors such Borrower Party ever hadhad from the beginning of the world to the date hereof, now havehas, or might hereafter may claim to have against Releasees by reason any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any actual such Releasee with respect to the Loan Agreement or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrenceany other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other matter up similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any way related to such differences or arising out ofadditional facts. Each Borrower Party understands, my employment, service acknowledges and agrees that the release set forth above may be pleaded as a director, service full and complete defense and may be used as a trusteebasis for an injunction against any action, service as a fiduciary suit or termination of any other proceeding which may be instituted, prosecuted or attempted in breach of the foregoing with the Companyprovisions of such release. (b) Without limiting Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the generality basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known Loan Agreement or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly other Loan Documents or indirectly any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to or surrounding the termination pay, in addition to such other damages as any Releasee may sustain as a result of such employmentviolation, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; all attorneys’ fees and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered costs incurred by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in such Releasee as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution result of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For [The language in this Release may change based on legal developments and evolving bestpractices; this form is provided as an example of what will be included in consideration of the payments final Release document.] This release is being executed pursuant to be made and the promises set forth under this Agreement and the Employment Agreement, Ieffective as of October 18, for myself 2017, between Presidio Property Trust, Inc. (the “Company”) and for my ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Agreement”). For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of the Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their pastagents, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorslawyers, representatives insurers, and assignsall persons acting by, whether acting on behalf of the Company or its affiliates through, under or in their individual capacities (collectively referred to as "Releasees")concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever had, the undersigned now havehas or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlementhereof. The Claims released herein include, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without without limiting the generality of the foregoing, this Settlementany Claims in any way arising out of, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now havebased upon, or may hereafter claim related to have against the Releasees employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act, and the Employee Retirement Income Security Act of 1974 California Fair Employment and Housing Act. Notwithstanding the foregoing, this release shall not operate to release the following Claims: ("ERISA"i) or Claims based on any right the Family and Medical Leave Actundersigned may have to enforce the Company’s executory obligations under the Agreement; (ii) Claims the undersigned may have to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any claim under applicable plan, policy, practice, program, contract or agreement with the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right LawCompany; (iii) any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other claim similar governing document of the Company; (whether based on iv) any Claims which cannot be waived under applicable law; (v) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (vi) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (vii) the undersigned’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other federal, state or local lawgovernment agency claims of discrimination, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source participating in an investigation or proceeding involving any person or entity, conducted by the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf federal, state or local government agency; provided, however, that the undersigned does release his or her right to secure any damages for alleged discriminatory treatment; or (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court orderviii) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged actthe undersigned’s right to communicate directly with, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result fromcooperate with, or are incident provide information to, such violationany federal, state or local government regulator. Notwithstanding anything herein to the contraryUS-DOCS\93731500.3 THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEAWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) Notwithstanding anything herein to the contrary” THE UNDERSIGNED, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-lawsBEING AWARE OF SAID CODE SECTION, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (includingHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, without limitationAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. (a) For Customer does hereby release, acquit and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, Iforever discharge, for myself itself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, IBM Credit, Affiliates of IBM Credit, and all each and every present and former officer, director, employee, agent, successor and assign of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives IBM Credit and assigns, whether acting on behalf Affiliate of IBM Credit (the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), ) from any and all claims, demandsmanner of actions, causes of action, fees suits, debts, costs, claims and liabilities of any kind demands whatsoever, regardless of whether known or unknown, at law or in equity or under federal, state, foreign, or other law, which Releasors against the Releasees or any one or more of them Customer, ever had, now havehas or which can, shall or may hereafter may claim to have against Releasees accrue for, upon or by reason of, arising out of or in connection with any matter, cause or thing whatsoever from the beginning of the world to the day of this Agreement, excluding claims arising under ordinary product and service warranties for product and services purchased by Customer from Affiliates of IBM Credit in the ordinary course of Customer's business, but including any claims relating to Mississippi I or Mississippi II product or services. Customer hereby waives, to the fullest extent permitted by law, the benefits of any actual statute, law, rule, regulation or alleged actcommon law, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including which may limit the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any scope of the foregoing with the Company. (b) Without limiting the generality of the foregoingcovenants and releases contained herein. Customer intends by this Release to forever release, this Settlementacquit, Waiver waive and General Release is intended to and shall release forever discharge the Releasees of and from any and all claimsclaims and rights described above, whether known it being understood that all claims or unknownrights which Customer or any person who claims by, which Releasors ever had, now have, through or under Customer may hereafter claim to have against the Releasees includingshall be forever released, but not limited toacquitted, (i) any claim of discrimination waived and forever discharged, and such persons shall be forever barred from bringing or retaliation under asserting the Age Discrimination same in Employment Act ("ADEA")their own name or names, Title VII of the Civil Rights Act, the Americans jointly or with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) through any other claim (whether based on federalperson, state or local lawnatural, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) corporate or otherwise; provided, however, that Customer is not waiving any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following arising on or after the date of execution of this Agreementhereof. SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA 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, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." CUSTOMER IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELATED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF CUSTOMER TO FULLY, FINALLY AND FOREVER SETTLE AND RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN CUSTOMER AND THE RELEASEES. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL CLAIMS OF FACTS RELATIVE THERETO. CUSTOMER WAIVES AND RELINQUISHES ANY AND ALL RIGHTS IT MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AS CURRENTLY WORDED OR HEREAFTER AMENDED.

General Release. (a) For and in In consideration of the payments to be made and the promises benefits set forth under this Agreement herein and in the Employment Agreement, Ithe Employee hereby fully, for myself finally, and for my heirscompletely releases the Company, dependentsthe Partnership and each other member of the Partnership Group, executorstheir Affiliates and their respective officers, administratorsdirectors, trusteesmanagers, legal control persons, employees, agents, representatives and assigns of any of them (collectively referred to as "Releasors")collectively, hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"“Released Parties”), from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, fees and liabilities of any whatever kind whatsoeveror character, whether now known or unknownunknown (collectively, which Releasors ever had“Claims”), now havearising from, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection withrelating to, or in any way related to connected with, any facts or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary events occurring on or termination before the execution of this Release Agreement that he may have against any member of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from Partnership Group or any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employmentReleased Parties, including, but not limited to any such Claims arising out of or in any way related to the Employee’s employment with the Company, or any member of the Partnership Group, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract contract, any wrongful termination, or other tort or cause of action. The Employee confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, the Employee waives and releases the Released Parties from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. The Employee understands and agrees that by signing this Release Agreement, he is giving up the right to pursue any legal Claims released herein that he may currently have against the Company or any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only claims that are excluded from this Release Agreement are (express or implied)i) Claims arising after the date of this Release Agreement, wrongful dischargeif any, tortious interferenceincluding any future Claims relating to the Company’s performance of its obligations under Section 4 of the Employment Agreement, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (ivii) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.unemployment compensation,

General Release. (a) For and in consideration of Effective on the payments to be made and the promises set forth under this Agreement and the Employment Agreementdate hereof, Ieach Borrower Party, for myself itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for my heirsor on behalf of, dependentsor claiming through it, executorshereby waives, administratorsreleases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, legal representatives agents and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, other professionals and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf other Persons to whom any member of the Company or its affiliates or in their individual capacities Lender would be liable if such Persons were found to be liable to such Borrower Party (collectively referred to as "each a “Releasee” and collectively, the “Releasees"”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, fees damages, losses, costs and liabilities expenses of any kind whatsoeveror character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Releasors such Borrower Party ever hadhad from the beginning of the world to the date hereof, now havehas, or might hereafter may claim to have against Releasees by reason any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any actual such Releasee with respect to the Loan Agreement or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrenceany other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other matter up similar provision of applicable federal or state law (including without limitation the laws of the state of Texas), if any, pertaining to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any way related to such differences or arising out ofadditional facts. Each Borrower Party understands, my employment, service acknowledges and agrees that the release set forth above may be pleaded as a director, service full and complete defense and may be used as a trusteebasis for an injunction against any action, service as a fiduciary suit or termination of any other proceeding which may be instituted, prosecuted or attempted in breach of the foregoing with the Companyprovisions of such release. (b) Without limiting Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the generality basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known Loan Agreement or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly other Loan Documents or indirectly any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to or surrounding the termination pay, in addition to such other damages as any Releasee may sustain as a result of such employmentviolation, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; all attorneys’ fees and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered costs incurred by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in such Releasee as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution result of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion [Remainder of the release provided for in Section 3(a) or (b) relating to the ADEAPage Intentionally Left Blank. Signature Page Follows. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.]

General Release. (a) For valuable consideration, the receipt and in consideration adequacy of which are hereby acknowledged, the payments to be made undersigned does hereby release and forever discharge the promises set forth under this Agreement “Releasees” hereunder, consisting of EngageSmart, Inc., and the Employment Agreementits partners, Isubsidiaries, for myself and for my associates, affiliates, successors, heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their pastagents, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorslawyers, representatives insurers, and assignsall persons acting by, whether acting on behalf of the Company or its affiliates through, under or in their individual capacities (collectively referred to as "Releasees")concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever had, the undersigned now havehas or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlementhereof. The Claims released herein include, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without without limiting the generality of the foregoing, this Settlementany Claims in any way arising out of, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now havebased upon, or may hereafter claim related to have against the Releasees employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, and the Americans with With Disabilities Act. Notwithstanding the foregoing, this general release (the Employee Retirement Income Security Act “Release”) shall not operate to release any rights or claims of 1974 the undersigned ("ERISA"i) to payments or benefits under either Section [4(a) or 4(b)] of that certain Employment Agreement, effective as of [ ● ], between [ ● ] and the Family undersigned (the “Employment Agreement”), whichever is applicable to the payments and Medical Leave Act; benefits provided in exchange for this Release, (ii) to payments or benefits under any claim under equity award agreement between the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law undersigned and the Smokers' Right Law; Company, (iii) with respect to Section [2(b)(iv)] of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other claim similar governing document of the Company, (whether based on vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local lawgovernment regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. (a) For and in consideration The Executive, on behalf of the payments Executive and anyone claiming through the Executive, hereby agrees not to be made and ▇▇▇ the promises set forth under this Agreement and Company or any division, subsidiary, affiliate or other related entity of the Employment AgreementCompany (whether or not such entity is wholly owned) or any of the past, Ipresent or future directors, for myself and for my heirs, dependents, executorsofficers, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors")fiduciaries, hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trusteesemployees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf attorneys or shareholders of the Company or its affiliates any of such other entities, or in their individual capacities the predecessors, successors or assigns of any of them (collectively hereinafter referred to as "Releasees"the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all claims, demands, causes of action, fees lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and liabilities demands of any kind nature whatsoever, whether in law or in equity, both known or and unknown, asserted or not asserted, foreseen or unforeseen, which Releasors the Executive ever had, now have, had or hereafter may claim to presently have against Releasees by reason any of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter the Released Parties arising from the beginning of time up to and including the effective date of my execution of this SettlementRelease and Noncompetition Agreement, Waiver and General Releaseincluding, in connection withwithout limitation, or all matters in any way related to the Executive’s employment by the Company or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of its affiliates, the foregoing terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company. (b) Without limiting the generality Company or any of the foregoingits affiliates, this Settlementand including, Waiver and General Release is intended to and shall release the Releasees from without limitation, any and all claimsclaims arising under the Civil Rights Act of 1964, whether known or unknownthe Civil Rights Act of 1991, which Releasors ever hadthe Civil Rights Act of 1866, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")Act, Title VII of the Civil Rights Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1974 1974, each as may be amended from time to time, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and Noncompetition Agreement shall apply to, or release the Company from, ("ERISA"i) any obligation of the Company contained in the Agreement or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state vested or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect accrued benefits pursuant to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, program or policy or arrangement maintained of the Company. The consideration offered in the Agreement is accepted by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge Executive as being in full accord, satisfaction, compromise and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver settlement of any and all rights claims or potential claims, and claims I may have as the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any further recovery of this date, including rights any kind from the Company or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth any of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Releaseother Released Parties, and that in the event I decide of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to execute this Agreement in fewer than 21 daysthe Executive, I have done so including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that the Executive has no present or future right to employment with the express understanding Company or any of the other Released Parties. (b) The Executive expressly represents and warrants that I the Executive is the sole owner of the actual and alleged claims, demands, rights, causes of action and other matters that are released herein; that the same have not been given transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and declined that the opportunity Executive has the full right and power to consider this Settlementgrant, Waiver execute and General Release for a full 21 days. I also understand that I may revoke deliver the release general release, undertakings and agreements contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredherein.

General Release. (a) For good and in valuable consideration of the payments to be made payment of the Retention Payment (the “Payment”) under the Retention Agreement, dated as of March 6, 2013 by and between Asset Acceptance Capital Corp. (the promises set forth under this Agreement “Company”), and the Employment Agreementme, I, for myself ▇▇▇▇▇ ▇▇▇▇▇▇▇, do hereby release and for my heirs, dependents, executors, administrators, trustees, legal representatives forever discharge and assigns (collectively referred covenant not to as "Releasors"), hereby forever release, waive ▇▇▇ the Company and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors subsidiaries and assigns, affiliates and all of its or and their past, present and/or future respective directors, officers, trusteespartners, managers, employees, agents, membersattorneys, partnersadvisors, counselstockholders, employees, fiduciaries, administrators, representatives successors and assigns, whether acting on behalf of the Company or its affiliates or assigns (both individually and in their individual capacities official capacities) (collectively referred to as "collectively, the “Releasees"”), from any and all claims, demandsactions, causes of action, fees covenants, contracts, claims, demands, suits, and liabilities whatsoever, which I ever had or now have or which I or any of any kind whatsoevermy heirs, executors, administrators and assigns hereafter can, shall or may have by reason of or relating to my employment with the Company as of the Effective Date (as hereinafter defined) of this instrument (this “General Release”). By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including until the effective date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including. This includes, but is not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Americans With Disabilities Act, the Americans with Disabilities Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the ▇▇▇▇▇▇-▇▇▇▇▇▇ Civil Rights Act, the Employee Retirement Income Security Act of 1974 ("“ERISA"”) (except as to claims pertaining to vested benefits under employee benefit plans covered by ERISA and maintained by the Releasees), and all applicable amendments to the foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or the Family tort law, and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federallocal, state or local Federal law, statutory regulation or decisional) relating to or arising out of my employment, ordinance having any bearing whatsoever on the terms and conditions of such employment the termination my employment. This General Release shall not, however, constitute a waiver of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to any compensation and employee benefits to which I was am entitled immediately prior in the ordinary course of my employment with the Company or its successors, (ii) my rights to the Termination Date future benefits under the Company's By-lawsRetention Agreement, the Company's Certificate of Incorporation (iii) my rights to accrued and vested benefits under any employee benefit plan or otherwise with regard to my service as an officer stock incentive or director equity plan of the Company or its successors, including any obligations arising in connection with a change in control with respect to the cash payments for the conversion of stock options and other equity awards, (includingiv) my rights under any employment, without limitationchange in control, under Section 11 of severance or similar agreement or arrangement with the Employment Agreement); Company or its successors, (iiv) my rights as a stockholder of the Company or its successors, (other than the right to sue, which is released); (iiivi) my rights to indemnification under the organizational documents or any tax-qualified pens▇▇▇ plan separate contract or claims for accrued vested benefits any other employee benefit plan, program, insurance policy or arrangement maintained by of the Company or under COBRA; or its successors, (ivvii) my rights under to director and officer insurance coverage, if any, (viii) my rights with respect to any right or claim that may initially arise after the provisions Effective Date of this General Release, or (ix) my rights with respect to any claim that may not otherwise be waived by reason of the Employment Agreement application of any applicable law, rule or regulation. I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has or will file, charge, claim, ▇▇▇, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to the date of this General Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as the subject of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may given a reasonable opportunity to review this General Release and have been given the opportunity to consult with the attorney of my choosing concerning legal counsel, and I am signing this Settlement, Waiver and General Release prior knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the Payment for the purpose of making full and final settlement of all claims referred to executing itabove. I also have been allowed a period of at least 21 days understand and acknowledge that my right to consider receive the terms Payment is conditioned upon my execution and non-revocation of this Settlement, Waiver and General Release, and in the event . I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding acknowledge that I have been given and declined not relied on any representations or statements not set forth in this General Release. I will not disclose the opportunity to consider contents or substance of this Settlement, Waiver and General Release for a full 21 daysto anyone except my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof, and I will instruct each of the foregoing not to disclose the same. I also understand that I may revoke This General Release will be governed by and construed in accordance with the release contained laws of the State of Michigan. If any provision in this Paragraph only (regarding claims under General Release is held invalid or unenforceable for any reason, the ADEA), at any time during remaining provisions shall be construed as if the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall invalid or unenforceable provision had not become effective or enforceable until such revocation period has expiredbeen included.

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for each of my respective heirs, dependents, executors, administrators, trusteesrepresentatives, legal representatives agents, successors and assigns (collectively referred to as "collectively, the “Releasors"), ”) hereby irrevocably and unconditionally release and forever release, waive and discharge the CompanySonic Corp., its affiliatessubsidiaries and affiliates (the “Company Group”) and each of their respective officers, employee benefit and/or pension plans or fundsemployees, insurersdirectors, shareholders, agents, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), assigns from any and all claims, demandsactions, causes of action, fees and rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind whatsoeverClaims under any federal, whether known state, local or unknownforeign law, which that the Releasors ever had, now may have, or hereafter in the future may claim to have against Releasees by reason possess, arising out of any actual (i) my employment relationship with and service as an employee or alleged actofficer of the Company Group, omission, transaction, practice, policy, procedure, conduct, occurrenceand the termination of such relationship or service, or other matter up (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to and including the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of my execution of this SettlementRelease under Sonic’s compensation and benefit plans, Waiver and General Releasesubject, in connection witheach case, or to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any aspect of the foregoing my employment with the Company. (b) Without limiting the generality of the foregoingCompany Group, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, (i) any claim of discrimination or retaliation all claims under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or ; the Family and Medical Leave ActAct of 1993; (ii) the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim under for the Tennessee Anti-Discrimination Actnegligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Lawcosts and/or expenses; (iii) any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other claim (whether based on federal, state or local lawhuman rights, statutory civil rights, wage and hour, wage payment, pension or decisional) relating labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employee’s Employment Agreement dated , 20 (the “Employment Agreement”), shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly relationship or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an employee or officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, Group and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredtermination thereof.

General Release. (a) For and in In consideration of the payments to be made benefits set forth herein and in the Change of Control Agreement, Executive hereby fully, finally, and completely releases the Company, the Partnership, TETRA, their respective predecessors, successors, subsidiaries, stockholders, unitholders and affiliates and the promises set forth under this Agreement and the Employment Agreementofficers, Idirectors, for myself and for my heirspartners, dependentsmanagers, executorscontrol persons, administratorsemployees, trusteesagents, legal attorneys, representatives and assigns of any of them (collectively referred to as "Releasors")collectively, hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"“Released Parties”), from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, fees and liabilities of any whatever kind whatsoeveror character, whether now known or unknownunknown (collectively, which Releasors ever had“Claims”), now havearising from, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection withrelating to, or in any way related to connected with, any facts or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary events occurring on or termination before the execution of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or Agreement that he/she may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employmentReleased Parties, including, but not limited to any such Claims arising out of or in any way related to Executive’s employment with the Company, an Affiliate, or any member of the Partnership Group, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract (express contract, any wrongful termination, or implied)other tort or cause of action. Executive confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; Executive waives and (iv) any claim for attorney's fees, costs, disbursements and releases the like. (c) Except as provided herein, I agree that I will not Released Parties from any source Claims that this Release Agreement was procured by fraud or proceedingsigned under duress or coercion so as to make the Release Agreement not binding. Executive understands and agrees that by signing this Release Agreement, seek or accept he is giving up the right to pursue any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided legal Claims released herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body he may currently have against any Releasee with respect Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any actual or alleged act, omission, transaction, practice, conduct, occurrence or legal action for any other matter up to and including Claims released herein. The only claims that are excluded from this Release Agreement are Claims arising after the date of my execution of this SettlementRelease Agreement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent thatif any, as of the date I sign this Settlement, Waiver and General Release, I have not taken including any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) future Claims relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights Company’s performance of indemnification or contribution to which I was entitled immediately prior to the Termination Date its obligations under the Company's By-lawsChange of Control Agreement and any Claims that cannot be waived by law; Executive does waive, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (includinghowever, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the his right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or monetary recovery if any governmental agency pursues any claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employmenton his behalf. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For In consideration of, among other things, the Agent’s and in consideration each Lender’s execution and delivery of this Amendment, the payments to be made Borrower and the promises set forth under this Agreement each other Loan Party, on behalf of itself and the Employment Agreementits agents, Irepresentatives, for myself and for my heirsofficers, dependentsdirectors, executorsadvisors, administratorsemployees, trusteesSubsidiaries, legal representatives Affiliates, successors and assigns (collectively referred to as "collectively, “Releasors"”), hereby forever releaseagrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, waive releases and discharge discharges, to the Companyfullest extent permitted by law, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), each Releasee from any and all claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, fees suits, debts, accounts, interests, liens, promises, warranties, damages and liabilities consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, which Releasors ever hadwhether arising at law or in equity (collectively, the “Claims”), against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now haveknown, existing on or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including before the date hereof, that relate to, arise out of my execution of this Settlement, Waiver and General Release, or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (b) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by the Borrower or any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination other Loan Party of the proceeds of any loans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing with the Company. (b) Without limiting the generality general release of the foregoing, this Settlement, Waiver and General Release is intended to and shall release all Claims against the Releasees from any and all claimsthat are based in whole or in part on facts, whether or not now known or unknown, which Releasors ever hadexisting on or prior to the date of receipt of any such proceeds or other financial accommodations. In entering into this Amendment, now havethe Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may hereafter claim to have against omissions by any of the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under and hereby agree and acknowledge that the Age Discrimination in Employment Act ("ADEA"), Title VII validity and effectiveness of the Civil Rights Actreleases set forth above do not depend in any way on any such representations, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") acts and/or omissions or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Actaccuracy, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state completeness or local law, statutory or decisional) relating to or arising out validity thereof. The provisions of my employment, the terms and conditions of such employment this Section shall survive the termination of such employment and/or any this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the likeObligations. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for each of my respective heirs, dependents, executors, administrators, trusteesrepresentatives, legal representatives agents, successors and assigns (collectively referred to as "collectively, the “Releasors"), ”) hereby irrevocably and unconditionally release and forever release, waive and discharge the CompanySonic Corp., its affiliatessubsidiaries and affiliates (the “Company Group”) and each of their respective officers, employee benefit and/or pension plans or fundsemployees, insurersdirectors, shareholders, agents, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), assigns from any and all claims, demandsactions, causes of action, fees and rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind whatsoeverClaims under any federal, whether known state, local or unknownforeign law, which that the Releasors ever had, now may have, or hereafter in the future may claim to have against Releasees by reason possess, arising out of any actual (i) my employment relationship with and service as an employee or alleged actofficer of the Company Group, omission, transaction, practice, policy, procedure, conduct, occurrenceand the termination of such relationship or service, or other matter up (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to and including the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of my execution of this SettlementRelease under Sonic’s compensation and benefit plans, Waiver and General Releasesubject, in connection witheach case, or to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way related way, I hereby release all claims relating to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any aspect of the foregoing my employment with the Company. (b) Without limiting the generality of the foregoingCompany Group, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, (i) any claim of discrimination or retaliation all claims under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or ; the Family and Medical Leave ActAct of 1993; (ii) the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim under for the Tennessee Anti-Discrimination Actnegligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Lawcosts and/or expenses; (iii) any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other claim (whether based on federal, state or local lawhuman rights, statutory civil rights, wage and hour, wage payment, pension or decisional) relating labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employee’s Employment Agreement dated _____, 20__ (the “Employment Agreement”), shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly relationship or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an employee or officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, Group and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredtermination thereof.

General Release. (a) For valuable consideration, the receipt and in consideration adequacy of which are hereby acknowledged, the payments to be made undersigned does hereby release and forever discharge the promises set forth under this Agreement “Releasees” hereunder, consisting of EngageSmart, Inc., and the Employment Agreementits partners, Isubsidiaries, for myself and for my associates, affiliates, successors, heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their pastagents, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciariesrepresentatives, administratorslawyers, representatives insurers, and assignsall persons acting by, whether acting on behalf of the Company or its affiliates through, under or in their individual capacities (collectively referred to as "Releasees")concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever had, the undersigned now havehas or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlementhereof. The Claims released herein include, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without without limiting the generality of the foregoing, this Settlementany Claims in any way arising out of, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now havebased upon, or may hereafter claim related to have against the Releasees employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, and the Americans with With Disabilities Act. Notwithstanding the foregoing, this general release (the Employee Retirement Income Security Act “Release”) shall not operate to release any rights or claims of 1974 the undersigned ("ERISA"i) to payments or benefits under either Section [4(a) or 4(b)] of that certain Employment Agreement, effective as of [  ], between [  ] and the Family undersigned (the “Employment Agreement”), whichever is applicable to the payments and Medical Leave Act; benefits provided in exchange for this Release, (ii) to payments or benefits under any claim under equity award agreement between the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law undersigned and the Smokers' Right Law; Company, (iii) with respect to Section [2(b)(iv)] of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other claim similar governing document of the Company, (whether based on vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local lawgovernment regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. (a) For and in In consideration of the payments to be made Acquiror's consummation of the Merger in accordance with the terms and conditions of the promises set forth under this Agreement and the Employment Merger Agreement, Iand for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholder, for myself himself, herself or itself and for my each of his, her or its heirs, dependents, executors, administratorssuccessors, trustees, legal representatives and assigns (collectively referred to as collectively, the "Releasors"), hereby forever releasereleases the Buyer, waive Acquisition Sub, the Company and discharge the Companyeach of their respective predecessors, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assignssuccessors, and all of its past and present shareholders or their pastunitholders, present and/or future directors, officers, trusteesemployees, agents, membersand representatives (collectively, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "ReleaseesGeneral Released Parties"), ) from any and all claims, demands, demands and causes of actionaction of every kind and nature whether arising from his, her or its purchase of stock of the Company (pursuant to that certain Subscription Agreement, dated as of September 8, 2000, or otherwise) his or her employment by the Company or otherwise (including, without limitation, claims for damages, costs, expenses and attorneys', brokers' and accountants' fees and liabilities of any kind whatsoeverexpenses), whether known or unknown, which suspected or unsuspected, that the Releasors ever had, now have, have or hereafter may claim at any time prior to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution this General Release may have had or could have asserted against any of the General Released Parties (collectively, the "General Released Claims"). Notwithstanding anything to the contrary in this Settlement, Waiver and General Release, Releasors are not releasing any of their rights under this Agreement, the Merger Agreement or any agreement executed in connection with, with the Merger Agreement or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of their rights to indemnification from the foregoing Company that exist as of the date hereof with respect to their actions as officers or directors of the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended The Releasors hereby irrevocably agree to and shall release the Releasees refrain from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to asserting any claim or right covered by Section 3(a) demand or commencing (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit causing to be filed by commenced) any other person on my behalf (to the extent it is within my control or permitted by law)suit, or assist in the commencement or prosecution of as an advisoraction, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any courtcourt or before any tribunal, agency, investigative or administrative body against any Releasee with respect to General Released Party based upon any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to General Released Claim. (c) The Shareholder has read and including the date of my execution of understands this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). Ifhas had the opportunity to consult with an attorney prior to signing it, notwithstanding the foregoing promisesand voluntarily enters into it with full knowledge of its terms and conditions and that such terms and conditions are binding on him, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, her or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEAits. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this This Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to will be effective upon the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director effective time of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and Merger in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Merger Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in In consideration of the payments to be made Acquiror's consummation of the Merger in accordance with the terms and conditions of the promises set forth under this Agreement and the Employment Merger Agreement, Iand for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholder, for myself himself, herself or itself and for my each of his, her or its heirs, dependents, executors, administratorssuccessors, trustees, legal representatives and assigns (collectively referred to as collectively, the "ReleasorsRELEASORS"), hereby forever releasereleases the Buyer, waive Acquisition Sub, the Company and discharge the Companyeach of their respective predecessors, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assignssuccessors, and all of its past and present shareholders or their pastunitholders, present and/or future directors, officers, trusteesemployees, agents, membersand representatives (collectively, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "ReleaseesGENERAL RELEASED PARTIES"), ) from any and all claims, demands, demands and causes of actionaction of every kind and nature whether arising from his, her or its purchase of stock of the Company (pursuant to that certain Subscription Agreement, dated as of September 8, 2000, or otherwise) his or her employment by the Company or otherwise (including, without limitation, claims for damages, costs, expenses and attorneys', brokers' and accountants' fees and liabilities of any kind whatsoeverexpenses), whether known or unknown, which suspected or unsuspected, that the Releasors ever had, now have, have or hereafter may claim at any time prior to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution this General Release may have had or could have asserted against any of the General Released Parties (collectively, the "GENERAL RELEASED CLAIMS"). Notwithstanding anything to the contrary in this Settlement, Waiver and General Release, Releasors are not releasing any of their rights under this Agreement, the Merger Agreement or any agreement executed in connection with, with the Merger Agreement or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of their rights to indemnification from the foregoing Company that exist as of the date hereof with respect to their actions as officers or directors of the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended The Releasors hereby irrevocably agree to and shall release the Releasees refrain from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to asserting any claim or right covered by Section 3(a) demand or commencing (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit causing to be filed by commenced) any other person on my behalf (to the extent it is within my control or permitted by law)suit, or assist in the commencement or prosecution of as an advisoraction, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any courtcourt or before any tribunal, agency, investigative or administrative body against any Releasee with respect to General Released Party based upon any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to General Released Claim. (c) The Shareholder has read and including the date of my execution of understands this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). Ifhas had the opportunity to consult with an attorney prior to signing it, notwithstanding the foregoing promisesand voluntarily enters into it with full knowledge of its terms and conditions and that such terms and conditions are binding on him, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, her or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEAits. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this This Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to will be effective upon the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director effective time of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and Merger in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Merger Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in In consideration of for the payments to be made and the promises set forth under this Agreement and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, IEmployee agrees to unconditionally, for myself irrevocably, and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever fully release, waive waive, and discharge the Bank and the Company, its and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, employee benefit and/or pension plans or fundspredecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, successors and assignsreinsurers, and all of its or their agents (and the past, present and/or present, and future officers, directors, officersmanagers, trustees, agentsemployees, members, partnersshareholders, counselowners, employeesrepresentatives, fiduciariesattorneys, administratorsinsurers, representatives reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities ) (collectively referred to as "Releasees"), the “Released Parties”) from and against any and all claims, demandsactions, causes of action, fees suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and liabilities damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Releasors Employee ever had, now have, has or hereafter may claim to have against Releasees any or all of the Released Parties for, upon or by reason of any actual fact, matter, injury, incident, circumstance, cause or alleged actthing whatsoever, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of time up to and including the date of my Employee's execution of this SettlementRelease Agreement, Waiver and General Releaseincluding, in connection withwithout limitation, any claim or obligation arising from or in any way related to Employee's employment with the Bank or arising out ofthe Company, my the termination of that employment, service as a directoror an alleged breach of the Employment Agreement. This General Release specifically includes, service as a trusteebut is not limited to, service as a fiduciary any claim for discrimination or termination violation of any of the foregoing with the Company. (b) Without limiting the generality of the foregoingstatutes, this Settlementrules, Waiver and General Release is intended to and shall release the Releasees from any and all claimsregulations or ordinances, whether known federal, state or unknownlocal, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Reconstruction Era Civil Rights Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law California Fair Employment and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employmentHousing Act, the terms California Labor Code, the California Business and conditions Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of such employment the termination of such employment and/or any Section 1542 of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sueCalifornia Civil Code, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.reads:

General Release. (a) For and in In consideration of for the payments to be made provided to Executive pursuant to Sections 5(a)(i)(B), 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the promises set forth under this Agreement and the Employment CIC Continuity Agreement, IExecutive, for myself herself and for my Executive’s heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively hereinafter referred to collectively as "“Releasors"”), hereby forever releasereleases and discharges the Company and its past, waive present and discharge the Companyfuture parent entities, its affiliatessubsidiaries, divisions, affiliates and related business entities, successors and assigns, assets, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds, insurers, successors and assigns), and all any of its or their respective past, present and/or future directors, officers, trusteesfiduciaries, agents, memberstrustees, partners, counseladministrators, employees, fiduciariesinsurers, administrators, representatives attorneys and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities connection with Company business (collectively referred to as "Releasees")collectively, the “Company Entities”) from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoeverwhatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, which Releasors Executive ever had, now have, or hereafter may claim to have against Releasees any of the Company Entities by reason of any actual or alleged act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter related to Executive’s employment or the termination thereof up to and including the date of my execution of on which Executive signs this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees Company Entities arising out of Executive’s employment and/or Executive’s separation from that employment, including, but not limited to, any claim under: (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act Act, as amended by the Older Workers Benefit Protection Act, ("ADEA"), ii) Title VII of the Civil Rights ActAct of 1964 or under the Civil Rights Act of 1991, (iii) the Americans with Disabilities Act, Act; (iv) the Employee Retirement Income Security Act of 1974 ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), (v) or the Family and Medical Leave Act; , (iivi) any claim under 42 USC §§ 1981-86, (vii) the Tennessee AntiEqual Pay Act, (viii) the ▇▇▇▇▇▇▇▇-Discrimination ▇▇▇▇▇ Act of 2002, (ix) Section 922 of the ▇▇▇▇-▇▇▇▇▇ Act, (x) the Federal False Claims Act, the Tennessee Equal Pay Act New York State Human Rights Law; (xi) the Tennessee Handicap Discrimination Law New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; and (xv) the Smokers' Right Law; (iii) New York City Earned Sick Time Act, as all of those statutes may have been amended. Without limiting the generality of the foregoing, this Release is also intended to and shall release the Company Entities from any other claim (and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state state, or local law, statutory or decisional) relating to or , arising out of my Executive’s employment, the terms and conditions of such employment the termination of such employment employment, and/or any of the events relating directly or indirectly to or surrounding the termination of such that employment, including, but not limited to to, any claims for wrongful or retaliatory discharge, breach of contract (express express, implied or impliedotherwise), wrongful discharge, tortious interferencebreach of the covenant of good faith and fair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress or distress, false imprisonment, compensatory or punitive damages; and (iv) , any claim claims for attorney's attorneys’ fees, costs, disbursements and and/or the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entityclaims for wages, the United States Equal Employment Opportunity Commission bonuses, or other similar federal benefits, and any claims for negligence or state agency. Except as provided herein or as otherwise required by lawintentional tort, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter arising up to and including the date of my execution of on which Executive signs this Settlement, Waiver and General Release. (c) Nothing in this Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees prevents Executive from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply providing truthful information to any claims governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Nevertheless, Executive acknowledges and agrees that I may have Executive hereby waives any right to seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the ADEA and shall not apply whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the portion of the release information provided for in Section 3(a) to any government authority under such law or (b) relating to the ADEAregulation. (d) Notwithstanding anything herein to the contraryforegoing, this Release shall not release the sole matters to which the release and covenants in this Section 3 do not apply areCompany from: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date any obligations under the Company's By-laws, CIC Continuity Agreement or Executive’s right to enforce the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director terms of the Company (including, without limitation, under Section 11 of the Employment CIC Continuity Agreement); (ii) my any obligations regarding any rights of Executive as a stockholder (current or former officer, director or employee of the Company or its affiliates to indemnification under the terms of the CIC Continuity Agreement, the Company’s bylaws or charter or any insurance policy or other than the right agreement under which Executive is entitled to sue, which is released)indemnification or directors’ and officers’ liability coverage; (iii) my any claims or causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; (iv) any claims that may arise in the future from events or actions occurring after the date on which Executive signs this Release; and (v) any claims as the holder or beneficial owner of securities (or other rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit planrelating to securities, program, policy or arrangement maintained by including equity awards) of the Company or under COBRA; its affiliates. By signing this Release, Executive represents that Executive has not commenced or (iv) my rights under joined in any claim, charge, action or proceeding whatsoever against the provisions Company or any of the Employment Agreement which are intended Company Entities arising out of or relating to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained matters set forth in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredparagraph.

General Release. (a) For and in consideration of Effective on the payments to be made and the promises set forth under this Agreement and the Employment Agreementdate hereof, Ieach Borrower Party, for myself itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for my heirsor on behalf of, dependentsor claiming through it, executorshereby waives, administratorsreleases, remises and forever discharges Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, legal representatives agents and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, other professionals and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf other Persons to whom any member of the Company or its affiliates or in their individual capacities Lender would be liable if such Persons were found to be liable to such Borrower Party (collectively referred to as "each a “Releasee” and collectively, the “Releasees"”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, fees damages, losses, costs and liabilities expenses of any kind whatsoeveror character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Releasors such Borrower Party ever hadhad from the beginning of the world to the date hereof, now havehas, or might hereafter may claim to have against Releasees by reason any such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any actual such Releasee with respect to the Loan Agreement or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrenceany other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” As to each and every Claim released hereunder, each Borrower Party also waives the benefit of each other matter up similar provision of applicable federal or state law (including without limitation the laws of the state of Nevada), if any, pertaining to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, general releases after having been advised by its legal counsel with respect thereto. Each Borrower Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any way related to such differences or arising out ofadditional facts. Each Borrower Party understands, my employment, service acknowledges and agrees that the release set forth above may be pleaded as a director, service full and complete defense and may be used as a trusteebasis for an injunction against any action, service as a fiduciary suit or termination of any other proceeding which may be instituted, prosecuted or attempted in breach of the foregoing with the Companyprovisions of such release. (b) Without limiting Each Borrower Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the generality basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower Party further agrees that it shall not dispute the validity or enforceability of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known Loan Agreement or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly other Loan Documents or indirectly any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s lien on any item of collateral under the Loan Agreement or the other Loan Documents. If any Borrower Party or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to or surrounding the termination pay, in addition to such other damages as any Releasee may sustain as a result of such employmentviolation, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; all attorneys’ fees and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered costs incurred by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in such Releasee as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution result of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion [Remainder of the release provided for in Section 3(a) or (b) relating to the ADEAPage Intentionally Left Blank. Signature Page Follows. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.]

General Release. (a) For and in In consideration of for the payments to be made and the promises set forth under this Agreement and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the Employment Agreement, IEmployee agrees to unconditionally, for myself irrevocably, and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever fully release, waive waive, and discharge the Bank and the Company, its and each and all of their past, present, and future parent companies, subsidiaries, related entities, affiliates, employee benefit and/or pension plans or fundspredecessors, successors, assigns, officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, successors and assignsreinsurers, and all of its or their agents (and the past, present and/or present, and future officers, directors, officersmanagers, trustees, agentsemployees, members, partnersshareholders, counselowners, employeesrepresentatives, fiduciariesattorneys, administratorsinsurers, representatives reinsurers, and agents of any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors, and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities ) (collectively referred to as "Releasees"), the “Released Parties”) from and against any and all claims, demandsactions, causes of action, fees suits, demands, contracts, agreements, obligations, losses, compensation, wages, penalties, liabilities, rights, and liabilities damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, which Releasors Employee ever had, now have, has or hereafter may claim to have against Releasees any or all of the Released Parties for, upon or by reason of any actual fact, matter, injury, incident, circumstance, cause or alleged actthing whatsoever, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of time up to and including the date of my Employee’s execution of this SettlementRelease Agreement, Waiver and General Releaseincluding, in connection withwithout limitation, any claim or obligation arising from or in any way related to Employee’s employment with the Bank or arising out ofthe Company, my the termination of that employment, service as a directoror an alleged breach of the Employment Agreement. This General Release specifically includes, service as a trusteebut is not limited to, service as a fiduciary any claim for discrimination or termination violation of any of the foregoing with the Company. (b) Without limiting the generality of the foregoingstatutes, this Settlementrules, Waiver and General Release is intended to and shall release the Releasees from any and all claimsregulations or ordinances, whether known federal, state or unknownlocal, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Reconstruction Era Civil Rights Act, the Tennessee Equal Pay Act California Fair Employment and Housing Act, the Tennessee Handicap Discrimination Law California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of Section 1542 of the California Civil Code, which reads: ​ This General Release covers not only any and all claims by Employee against the Bank and the Smokers' Right Law; (iii) any Company, and the other claim (whether based on federalpersons and entities released in this General Release, state or local but, to the extent permitted by applicable law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) it also covers any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from damages or reinstatement asserted on Employee’s behalf by any source other person or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) aboveentity, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, government agency, investigative or administrative body against any Releasee with respect and Employee expressly waives the right to any actual such damages or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and reinstatement. This General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have does not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to include any claims that I may have under the ADEA and shall cannot apply to the portion of the release provided for in Section 3(a) lawfully be waived or (b) relating to the ADEAreleased by Employee. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (aPursuant to the provisions of Section 7(a) For and of the Agreement, you agree that in consideration of the payments to be made and benefits described herein, the promises set forth receipt and sufficiency of which you hereby acknowledge, on your own behalf, and on behalf of your heirs and assigns, and all persons claiming under this Agreement you, that effective as of the Termination Date you hereby fully and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive unconditionally release and discharge the CompanyEnergySolutions, Inc., all of its affiliatesaffiliated and related corporations and companies, employee benefit and/or pension plans or funds, insurerstheir predecessors, successors and assigns, together with their divisions and departments, and all of its past or their past, present and/or future directors, officers, trustees, agents, members, partners, counseldirectors, employees, fiduciaries, administrators, representatives insurers and assigns, whether acting on behalf agents of the Company or its affiliates or in their individual capacities any of them (collectively hereinafter referred to collectively as "Releasees"), from of and from, and you covenant not to ▇▇▇ or assert against Releasees, for any and purpose, all claims, administrative complaints, demands, actions and causes of action, fees of every kind and liabilities of any kind nature whatsoever, whether known at law or unknownin equity, which Releasors ever hadand both negligent and intentional, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, arising from or in any way related to your employment by the Company, based in whole or arising out ofin part upon any act or omission occurring on or before the date of this general release, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any without regard to your present actual knowledge of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known act or unknownomission, which Releasors ever had, you may now have, or which you, or any person acting on your behalf may hereafter at any future time have or claim to have against the Releasees includinghave, including specifically, but not limited toby way of limitation, (i) any claim of discrimination matters which may arise at common law or retaliation under federal, state or local laws, such as the Age Discrimination in Employment Act ("ADEA")Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Protection Act, the Rehabilitation Act of 1973, the Americans with With Disabilities Act, and the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act Act. You warrant that you have not assigned or transferred any right or claim described in this general release. You expressly assume all risk that the Tennessee Handicap Discrimination Law facts and the Smokers' Right Law; (iii) any law concerning this general release may be other claim (whether based on federal, state or local law, statutory or decisional) relating than as presently known to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agencyyou. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent You acknowledge that, as of the date I sign in signing this Settlementgeneral release, Waiver and General Release, I have you are not taken relying on any action encompassed information provided to you by this Section 3(c)Releasees or upon Releasees to provide information not known to you. If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees The Company also hereby releases you from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I it has or may have under against you, if these claims arise out of actions which were taken by you in good faith and in the ADEA and shall not apply manner that you reasonably believed to be in the portion best interest of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the case of a criminal proceeding, that you had no reasonable cause to believe that your conduct was unlawful. If the Company brings litigation or arbitration against you for any matter which you are not hereby released, you shall be entitled to recover from the Company your attorney fees and costs if you are the prevailing party. In the event I decide you are named as a defendant in any litigation, arbitration or other proceeding involving the Company where you are required to execute this Agreement in fewer than 21 days, I have done so defend yourself with respect to events which relate to or occurred during your employment with the express understanding that I have been given Company, the Company shall be responsible for providing a defense to, and declined indemnify you to the opportunity to consider this Settlement, Waiver same extent and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA)same conditions as if you were still an officer of the Company. Also if you have to bring an action, at any time during litigation, arbitration or proceeding to enforce this agreement, then you shall be entitled to all reasonable attorney's fees and costs incurred if you are the seven days following prevailing party in the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredmatter.

General Release. (a) For and in consideration of In exchange for the payments to be made and the promises set forth under this Agreement in paragraph 3, you and the Employment Agreement, I, for myself and for my your heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby voluntarily and knowingly release and forever release, waive and discharge the CompanyCompany and affiliated companies, its affiliatestheir respective subsidiaries, employee benefit and/or pension plans or fundsdivisions, insurersaffiliates and branches, and their respective predecessors, successors and assignsassigns and their respective present, former, and all of its or their pastfuture officers, present and/or future directors, officersshareholders, trusteesparents, partners, owners, members, agents, membersattorneys, partners, counsel, and/or employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in both their individual and representative capacities (collectively referred to as "Releasees"collectively, the “Released Parties”), from any and all actions, claims, demands, causes of action, fees obligations, damages, liabilities, expenses and liabilities controversies of any kind whatsoevernature and description whatsoever up to the date you sign this Agreement, whether known or unknownnot now known, suspected or claimed, which Releasors ever you had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have have, against the Releasees Company and/or other Released Parties including, without limitation, all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any kind which arise out of, relate to or are based on (i) your employment with the Company or your separation therefrom; (ii) statements, acts or omissions by the Company, other Released Parties or their respective representatives; (iii) express or implied agreements between you, on the one hand, and the Company and/or other Released Parties, on the other hand, including, without limitation, the Employment Agreement; (iv) any federal, state or local fair employment practices or civil rights law including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the New York State Human Rights Law, the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, Act and the Employee Retirement Income Security Act of 1974 ("ERISA") 1974, which, among other things, prohibit discrimination on such bases as race, color, religion, creed, national origin, family and/or medical leave, retaliation, protected activities, whistle blowing, citizenship, sex/gender, sexual orientation, marital status, age, disability, genetic information, predisposing genetic characteristics or the Family and Medical Leave Actuniformed service; (iiv) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local common law, statutory public policy or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) abovecontract, including, without limitation, in any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (way related to the extent it is within my control or permitted by law)Employment Agreement, or assist in the commencement or prosecution of as an advisortort, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 for emotional distress, libel, slander, defamation, fraud, wrongful discharge, or any other claim concerning the Company’s right to terminate your employment; or (vi) wages, commission, bonuses, accrued vacation pay, employee benefits, expenses, allowances and any other payment or compensation of any kind whatsoever; provided, however, the Employment foregoing release shall not (A) prevent you from bringing a claim that seeks compliance with this Agreement or (B) waive claims, if any, that arise after the date you sign this Agreement). (b) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, on behalf of itself and its affiliated companies, their respective subsidiaries, divisions, affiliates and branches and their respective predecessors, successors and assigns, hereby voluntarily and knowingly release and forever discharge you and your heirs and legal representatives from all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any nature and description whatsoever up to the date the Company signs this Agreement, whether or not now known, suspected or claimed, which the Company had, has, or may have, against you including, without limitation, all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any kind which arise out of, relate to or are based on (i) your employment with the Company or your separation therefrom; (ii) my rights as a stockholder (other than the right to suestatements , which is released)acts or omissions by you or your representatives; (iii) my rights under any tax-qualified pens▇▇▇ plan express or claims for accrued vested benefits any other employee benefit planimplied agreements between you, programon the one hand, policy or arrangement maintained by and the Company or under COBRAand/or other Released Parties, on the other hand, including, without limitation, the Employment Agreement; or (iv) my rights under the provisions common law, public policy or breach of contract, including, without limitation, in any way related to the Employment Agreement which are intended to survive Agreement, tort, including, without limitation, for emotional distress, libel, slander, defamation, fraud, wrongful discharge, or any other claim concerning the termination of your employment. ; provided, however, the foregoing release shall not (eA) I acknowledge and agree prevent the Company from bringing a claim that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult seeks compliance with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 daysor (B) waive claims, I have done so with the express understanding if any, that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following arise after the date of execution of you sign this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and in the Employment AgreementChange in Control dated as of _________, including payments to be made in the event of termination without cause or resignation with good reason, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counselattorneys, employees, fiduciaries, administratorstrustees, representatives administrators and assigns, whether acting on behalf of as agents for the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, including without limitation, those in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the CompanyCompany or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Company or other claims. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall will release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA")) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Florida Whistle Blower Law and waivable rights under the Smokers' Right LawFlorida Constitution; (iii) any other claim (whether based on federal, state or local law, law or ordinance statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to limited, breach of contract (express or implied), tort, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a2(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a2(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c2(c). If, notwithstanding the foregoing promises, I violate this Section 3(c2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like fees and other reasonable expenses which result from, or are incident incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c2(c) shall will not apply to any claims that I may have under the ADEA and shall will not apply to the portion of the release provided for in Section 3(a2(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the The sole matters to which the release and covenants in this Section 3 2 do not apply are: (i) my rights of indemnification or contribution and coverage under directors' and officers' liability insurance to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise Incorporation, and Section 12 of my Employment Agreement, with regard to my service as an officer or and director of the Company (including, without limitation, under Section 11 of the Employment Agreement)Company; (ii) my rights as a stockholder (other than to any vested accrued benefits under the right to sueCompany's employee benefit plans, which is released)under COBRA or under ERISA; (iii) my rights under any taxoutstanding stock options or other equity-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRAbased award; or (iv) my rights as a common stockholder of FECI, and (v) payments to which I am entitled under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this dateChange in Control Agreement, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release Golden Parachute provison in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and Exhibit A in the event I decide to execute this Agreement in fewer than 21 days, I have done so of termination without Cause or resignation with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredGood Reason.

General Release. (a) For and in consideration of the payments to be made and the promises set forth under this Agreement and in the Employment Change in Control Agreement, including payments to be made in the event of termination without cause or resignation with good reason, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "“Releasors"”), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counselattorneys, employees, fiduciaries, administratorstrustees, representatives administrators and assigns, whether acting on behalf of as agents for the Company or its affiliates or in their individual capacities (collectively referred to as "“Releasees"”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, including without limitation, those in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the CompanyCompany or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Company or other claims. (b) Without limiting the generality of the foregoing, except as provided in Section 2(d) hereof, this Settlement, Waiver and General Release is intended to and shall will release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("“ADEA")”) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 1974, as amended ("“ERISA"”) or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Florida Whistle Blower Law and waivable rights under the Smokers' Right LawFlorida Constitution; (iii) except as provided in Section 2(d) hereof, any other claim (whether based on federal, state or local law, law or ordinance statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to limited, breach of contract (express or implied), tort, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) except as provided in Section 2(d) hereof, any claim for attorney's ’s fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a2(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a2(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c2(c). If, notwithstanding the foregoing promises, I violate this Section 3(c2(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like ’ fees and other reasonable expenses which result from, or are incident incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c2(c) shall will not apply to any claims that I may have under the ADEA and shall will not apply to the portion of the release provided for in Section 3(a2(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the The sole matters to which the release and covenants in this Section 3 2 do not apply are: (i) my Releasors’ rights of indemnification or contribution and coverage under directors’ and officers’ liability insurance to which I was Releasors are entitled immediately prior to the Termination Date under the Company's ’s By-laws, the Company's ’s Certificate of Incorporation or otherwise Incorporation, and Section 12 of my Employment Agreement, with regard to my service as an officer or and director of the Company (including, without limitation, under Section 11 of the Employment Agreement)Company; (ii) my Releasors’ rights as a stockholder (other than to any vested accrued benefits under the right to sueCompany’s employee benefit plans, which is released)under COBRA or under ERISA; (iii) my Releasors’ rights under any taxoutstanding stock options or other equity-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRAbased award; or (iv) my Releasors’ rights as a common stockholder of FECI, (v) payments to which Releasors are entitled under this Change in Control Agreement, including the Golden Parachute provision in Exhibit A in the event of termination without Cause or resignation with Good Reason; (vi) Releasors’ rights under the provisions Employment Agreement, as modified in the Change of the Employment Agreement which are intended to survive termination of employment. Control Agreement; and (evii) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all Releasors’ rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Contribution Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For In consideration of, among other things, the Administrative Agent’s and in consideration the Lenders’ execution and delivery of this Amendment, each of the payments to be made Borrowers and the promises set forth under this Agreement other Credit Parties, on behalf of itself and the Employment Agreementits Related Parties, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred to as "collectively, “Releasors"”), hereby forever releaseagrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, waive releases and discharge discharges, to the Companyfullest extent permitted by law, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), each Releasee from any and all claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, fees suits, debts, accounts, interests, liens, promises, warranties, damages and liabilities consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, which Releasors ever had, whether now have, existing or hereafter may claim to have arising, whether arising at law or in equity (collectively, the “Claims”), against Releasees by reason the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender and their respective Related Parties, and their respective successors and assigns (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Amendment Effective Date, that relate to, arise out of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, otherwise are in connection with any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith. In entering into this Amendment, the Borrowers and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way related to on any such representations, acts and/or omissions or arising out ofthe accuracy, my employment, service as a director, service as a trustee, service as a fiduciary completeness or termination of any of the foregoing with the Companyvalidity thereof. (b) Without limiting the generality Each of the foregoingBorrowers and the other Credit Parties, this Settlementon behalf of itself and its Related Parties and its successors, Waiver assigns, hereby absolutely, unconditionally and General Release is intended to irrevocably, covenants and shall release the Releasees from agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any and all claims, whether known regulatory proceeding or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (iotherwise) any claim Releasee on the basis of discrimination any Claim released, remised and discharged by the Borrowers or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisionalCredit Party pursuant to Section 10(a) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the likehereof. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Each party’s obligations under this Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, shall survive the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as termination of the date I sign this Settlement, Waiver Loan Documents and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion payment of the release provided for in Section 3(a) or (b) relating to the ADEAobligations thereunder. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For I acknowledge that my employment with GSI Group, Inc. (the “Company”) and all subsidiaries and affiliates thereof terminated on the Termination Date (as defined in consideration the Letter Agreement (as defined below)). I further acknowledge that the Company delivered this release of claims (the “Release”) to me on June 3, 2011. (b) In exchange for the payments and benefits described in that certain Letter Agreement by and between the Company and me, dated as of June 3, 2011 (the “Letter Agreement”), which I agree I am not otherwise entitled to receive absent execution and non-revocation of the payments to be made Release, I and the promises set forth under this Agreement and the Employment Agreementmy representatives, Iagents, for myself and for my estate, heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred “Releasors”) voluntarily agree to as "Releasors"), hereby forever release, waive release and discharge the CompanyCompany and its parents, its affiliates, employee benefit and/or pension plans or fundssubsidiaries, insurerspredecessors, successors and successors, assigns, plan sponsors and all of its or their past, present and/or future directorsplan fiduciaries (and the current and former trustees, officers, trustees, agents, members, partners, counseldirectors, employees, fiduciariesand agents of each of the foregoing, administratorsall both individually, representatives and assigns, whether in their capacity acting on the Company’s behalf of the Company or its affiliates or and in their individual capacities official capacities) (collectively referred to as "“Releasees"), ”) generally from any and all claims, demands, causes of actionactions, fees suits, damages, debts, judgments and liabilities of any kind whatsoeverevery name and nature, whether existing or contingent, known or unknown, which Releasors ever hadsuspected or unsuspected, now havein law or in equity in connection with my employment by or termination of employment with the Company, or hereafter may claim to have against Releasees by reason any of any actual my dealings, transactions or alleged actevents involving the Releasees, omission, transaction, practice, policy, procedure, conduct, occurrence, arising on or other matter up to and including before the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General . This Release is intended by me to be all encompassing and shall to act as a full and total release of any claims that the Releasors may have or have had against the Releasees from any and all claimsthe beginning of time to the date of this Release, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, all claims in contract (i) whether written or oral, express or implied), tort, equity and common law; any claim claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or retaliation disability, veteran status or any military service or application for military service or any other category protected by law (including, without limitation, all claims under the Age Discrimination in Employment Act ("the “ADEA"”), 29 U.S.C. §621 et seq., Title VII of the Civil Rights ActAct of 1964, 42 U.S.C. § 2000e et seq., the Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act; (ii) any claim under , 29 U.S.C. § 2601 et seq., the Tennessee Anti-Discrimination Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Tennessee Massachusetts Fair Employment Practices Act, M.G.L. c.151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12, §§ 11H and 11I, the Massachusetts Equal Pay Act Rights Act, M.G.L. c.93, § 102 and M.G.L. c.214, § 1C, the Tennessee Handicap Discrimination Law Massachusetts Labor and Industries Act, M.G.L. c.149, § 1 et seq., and the Smokers' Right LawMassachusetts Privacy Act, M.G.L. c.214, § 1B, all as amended); (iii) and any other claim (whether based on federal, state or local lawlaw or regulation concerning securities, statutory stock or decisional) relating to or arising out of my employmentstock options. This Release is for any relief, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employmentno matter how denominated, including, including but not limited to breach wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of contract (express any lawsuit, administrative action or implied)other claim or complaint against the Releasees, wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the likeexcept as required by law. (c) Except as provided hereinBy this Release, I agree that I will not only release and discharge the Releasees from any source and all claims as stated above that the Releasors could make on my own behalf or proceedingon the behalf of others, seek but also those claims that might be made by any other person or accept organization on my behalf and I specifically waive any award right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of my employment by or settlement termination of employment with the Company, or any of my dealings, transactions or events involving the Releasees. (d) I agree that, except for any payments or benefits set forth in the Letter Agreement and the RSU Agreement (as defined in the Letter Agreement) that have not yet been paid, as applicable, the payments and benefits the Company previously provided to me are complete payment, settlement, accord and satisfaction with respect to all obligations and liabilities of the Releasees to the Releasors, and with respect to all claims, causes of action and damages that could be asserted by the Releasors against the Releasees regarding my employment or termination of employment with the Company, or any claim of my dealings, transactions or right covered by Section 3(a) or (b) aboveevents involving the Releasees, including, without limitation, any source or proceeding involving any person or entityall claims for wages, the United States Equal Employment Opportunity Commission salary, commissions, draws, car allowances, incentive pay, bonuses, business expenses, vacation, stock, stock options, severance pay, attorneys’ fees, compensatory damages, exemplary damages, or other similar federal compensation, benefits, costs or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violationsums. Notwithstanding anything herein in this Release to the contrary, this Section 3(c) Release shall not apply affect and I do not waive rights to any claims that indemnification I may have under the ADEA (A) applicable law, (B) any charter document or bylaws, (C) any agreement between me and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or any other Releasee, (D) as an insured under COBRA; any directors’ and officers’ liability insurance policy now or (iv) my rights under previously in force, which shall remain in effect in accordance with the terms and provisions of the Employment Agreement which are intended to survive termination of employmentthereof. (e) I understand and agree that this Release will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Releasees. (f) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of if any and all rights and claims I may have as provision of this dateRelease is found, including rights held or claims arising deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the ADEA. remainder of this Release shall continue in full force and effect. (g) I have waived rights or claims pursuant to this Settlement, Waiver acknowledge and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. agree that I have been advised that I may to consult with the or seek advice from an attorney of my choice or any other person of my choosing concerning before executing this SettlementRelease. (h) I acknowledge and agree that, Waiver in entering into this Release, I am not relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this Release. (i) This Release is deemed made and General Release prior to executing it. I also have been allowed a period entered into in the Commonwealth of at least 21 days to consider the terms of this Settlement, Waiver and General ReleaseMassachusetts, and in all respects shall be interpreted, enforced and governed under the event I decide internal laws of the Commonwealth of Massachusetts, to execute the extent not preempted by federal law. (j) Notwithstanding the comprehensive release of claims set forth in the preceding paragraphs of this Agreement Section 1, nothing in fewer than 21 daysthis Release shall bar or prohibit me from contacting, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or local law. However, I have done nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any agency proceeding in which I do so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredparticipate.

General Release. Contingent upon the occurrence of and effective as of the Closing, (a) For each of TVG and in consideration of the payments WGSB agrees not to be made ▇▇▇ and the promises set forth under this Agreement fully releases and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge discharges the Company, its affiliatesWXL, employee benefit and/or pension plans or fundsWXBV and CTS, insurersincluding, successors and assignswithout limitation, and all of its or their past, present and/or future respective directors, officers, trusteesemployees, shareholders, representatives, agents, membersassigns and successors, partnerspast and present (collectively, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "ReleaseesCTS RELEASEES"), with respect to and from any and all claims, issuances of the Company's stock, notes or other securities, any demands, rights, liens, agreements, contracts (including, without limitation, the Company Subscription Agreement and/or the Company Shareholders' Deed), covenants, actions, suits, causes of action, fees obligations, debts, costs, expenses, damages, judgments, orders and liabilities of any whatever kind whatsoeveror nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Releasors ever had, each of TVG and/or WGSB now have, owns or hereafter may claim to have holds or has at any time owned or held against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to the CTS Releasees; and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting each of WXBV, CTS, WXL and the generality of Company agrees not to ▇▇▇ and fully releases and discharges TVG and WGSB, including, without limitation, its directors, officers, employees, shareholders, representatives, agents, assigns and successors, past and present (collectively, the foregoing"TVG RELEASEES"), this Settlement, Waiver and General Release is intended with respect to and shall release the Releasees from any and all claims, issuances of the Company's stock, notes or other securities, any demands, rights, liens, agreements, contracts (including, without limitation, the Company Subscription Agreement and/or the Company Shareholders' Deed), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Releasors ever hadWXBV, CTS, WXL and/or the Company now haveowns or holds or has at any time owned or held against the TVG Releasees. It is the intention of WXBV, CTS, WXL, WGSB, TVG and the Company that the foregoing releases be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, each of WXBV, CTS, WXL, WBSG, TVG and the Company hereby expressly waives, effective as of the Closing Date, any and all rights and benefits conferred upon each such party by the provisions of Section 1542 of the California Civil Code and expressly consents that this release shall be given full force and effect according to each and all of its express terms and provisions, including as well, those related to unknown and unsuspected claims, demands and causes of action, if any, as those relating to any other claims, demands and causes of action hereinabove specified, but only to the extent such section is applicable to releases such as this. Section 1542 provides: "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, which if known by him must have materially affected his settlement with the debtor." Nothing in this SECTION 6.2 shall in any way affect any rights that any party hereto may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) aboveparty under this Agreement, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights right of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For Except with respect to the matters, rights and obligations specified in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreementsubsection 10.12B hereof, ICompany, for myself itself and for my heirson behalf of its parent, dependentssubsidiary and affiliate corporations, past or present, and each of them, as well as each of their respective directors, officers, agents, servants, shareholders, representatives, attorneys, administrators, executors, administratorsheirs, trusteesassigns, legal representatives predecessors and assigns successors in interest, and each of them (collectively referred to as collectively, the "Releasors")) hereby release and forever discharge Lenders and each of their respective parents, hereby forever release, waive subsidiaries and discharge the Company, its affiliates, employee benefit and/or pension plans past or fundspresent, insurersand each of them, as well as each of their directors, officers, agents, servants, employees, representatives, shareholders, attorneys, administrators, executors, predecessors and successors in interest, heirs and assigns, and all of its other persons, firms or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf corporations with whom any of the Company former have been, are now, or its affiliates or in their individual capacities may hereafter be affiliated, and each of them (collectively referred to as collectively, the "Releasees"), from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of actionaction in law or equity, fees obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities of any whatever kind whatsoeveror nature in law, equity or otherwise, whether known or unknown, fixed or contingent, suspected or unsuspected by the Releasors, and whether concealed or hidden, which Releasors ever hadnow own or hold or have at any time heretofore owned or held, now havewhich are based upon or arise out of or in connection with any matter, cause or hereafter may claim thing existing at any time prior to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlementhereof or anything done, Waiver and General Releaseomitted or suffered to be done or omitted at any time prior to the date hereof, in connection with, or which relate in any way related to or arising out of(i) the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), my employment(ii) this Agreement and the other Loan Documents, service as a director, service as a trustee, service as a fiduciary or termination of any and (iii) the transactions occurring in connection with either of the foregoing with and the Company. (b) Without limiting the generality lending relationship established thereby, irrespective of the foregoingwhether any such matter, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known cause or unknown, which Releasors ever had, now havething, or may hereafter claim action done, omitted or suffered to have against be done was authorized, permitted or prohibited by the Releasees including, but not limited to, documents and agreements described in the preceding clauses (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under (collectively the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied"Released Matters"), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, which are set forth in that certain Employment Agreement, dated July 17, 2007 (the “Employment Agreement”) between Full House Resorts, Inc. (the “Company”) and ▇▇▇▇ ▇▇▇▇▇▇ (“Executive”), the Company, for itself and for (a) For its subsidiaries, related and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreementaffiliated companies, I(b) its predecessors, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred to as "Releasors")c) its current and past officers and directors, and (d) its agents and employees, and in each case does hereby release and forever release, waive and discharge the Company“Releasees” hereunder, its affiliates, employee benefit and/or pension plans or funds, insurers, successors consisting of Executive and his heirs and assigns, of and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever hadthe Company or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees now havehave or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of hereof. Notwithstanding the foregoing, this Settlement, Waiver and General Release is intended shall not operate to and shall release any Claims which the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or undersigned may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment(i) Executive’s intentional, willful or reckless misconduct or (ii) Executive’s fraud or breach of fiduciary duty (the terms “Unreleased Claims”). The Company represents and conditions warrants that there has been no assignment or other transfer of such employment any interest in any Claim (other than Unreleased Claims) which it may have against the termination Releasees, or any of such employment and/or them. The Company agrees that if it or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees hereafter commences any suit arising out of, based upon, or relating to any of the events relating directly Claims released hereunder or indirectly in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the Company agrees to or surrounding the termination pay to Releasees, and each of such employmentthem, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect in addition to any claim other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or right covered by Section 3(a) otherwise responding to said suit or (b) above, including, without limitation, any source or proceeding involving any person or entity, Claim. The Company further understands and agrees that neither the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding payment of any kind, judicial or administrative (on my own behalf, on behalf sum of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including money nor the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) shall constitute or (b) above. I further represent that, be construed as an admission of any liability whatsoever by the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result fromReleasees, or are incident toany of them, such violation. Notwithstanding anything herein who have consistently taken the position that they have no liability whatsoever to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEACompany. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in In consideration of the payments to be made benefits set forth herein and in the Change of Control Agreement, Executive hereby fully, finally, and completely releases the Company, the Partnership, TETRA, their respective predecessors, successors, subsidiaries, stockholders, unitholders and affiliates and the promises set forth under this Agreement and the Employment Agreementofficers, Idirectors, for myself and for my heirspartners, dependentsmanagers, executorscontrol persons, administratorsemployees, trusteesagents, legal attorneys, representatives and assigns of any of them (collectively referred to as "Releasors")collectively, hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"“Released Parties”), from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, fees and liabilities of any whatever kind whatsoeveror character, whether now known or unknownunknown (collectively, which Releasors ever had“Claims”), now havearising from, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection withrelating to, or in any way related to connected with, any facts or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary events occurring on or termination before the execution of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or Agreement that he/she may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employmentReleased Parties, including, but not limited to any such Claims arising out of or in any way related to Executive’s employment with the Company, an Affiliate, or any member of the Partnership Group, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract contract, any wrongful termination, or other tort or cause of action. Executive confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, Executive waives and releases the Released Parties from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. Executive understands and agrees that by signing this Release Agreement, he is giving up the right to pursue any legal Claims released herein that he may currently have against any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only claims that are excluded from this Release Agreement are (express or implied)i) Claims arising after the date of this Release Agreement, wrongful dischargeif any, tortious interferenceincluding any future Claims relating to the Company’s performance of its obligations under the Change of Control Agreement, detrimental reliance(ii) any Claims that cannot be waived by law, defamationprovided that Executive does waive, emotional distress or compensatory or punitive damages; however, his right to any monetary recovery if any governmental agency pursues any claims on his behalf, (iii) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect claims to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, benefit entitlements vested as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein Date of Termination pursuant to the contrary, this Section 3(c) shall not apply to terms of any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director employee benefit plan of the Company or its direct or indirect subsidiaries or affiliates, (including, without limitation, under Section 11 v) claims related to Executive’s ownership of vested equity securities of the Employment Agreement); Partnership or TETRA Technologies, Inc., and (iiv) my Executive’s rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained indemnification by the Company or under COBRA; its direct or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employmentindirect subsidiaries or affiliates. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, which are set forth in that certain Employment Agreement, dated July 17, 2007 (the “Employment Agreement”) between Full House Resorts, Inc. (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Executive”), the Company, for itself and for (a) For its subsidiaries, related and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreementaffiliated companies, I(b) its predecessors, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred to as "Releasors")c) its current and past officers and directors, and (d) its agents and employees, and in each case does hereby release and forever release, waive and discharge the Company“Releasees” hereunder, its affiliates, employee benefit and/or pension plans or funds, insurers, successors consisting of Executive and his heirs and assigns, of and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes of actiondamages, losses, costs, attorneys’ fees and liabilities or expenses, of any kind nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which Releasors ever hadthe Company or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees now havehave or may hereafter have against the Releasees, or hereafter may claim to have against Releasees any of them, by reason of any actual or alleged actmatter, omission, transaction, practice, policy, procedure, conduct, occurrencecause, or other matter up thing whatsoever from the beginning of time to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of hereof. Notwithstanding the foregoing, this Settlement, Waiver and General Release is intended shall not operate to and shall release any Claims which the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or undersigned may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment(i) Executive’s intentional, willful or reckless misconduct or (ii) Executive’s fraud or breach of fiduciary duty (the terms “Unreleased Claims”). The Company represents and conditions warrants that there has been no assignment or other transfer of such employment any interest in any Claim (other than Unreleased Claims) which it may have against the termination Releasees, or any of such employment and/or them. The Company agrees that if it or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees hereafter commences any suit arising out of, based upon, or relating to any of the events relating directly Claims released hereunder or indirectly in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the Company agrees to or surrounding the termination pay to Releasees, and each of such employmentthem, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect in addition to any claim other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or right covered by Section 3(a) otherwise responding to said suit or (b) above, including, without limitation, any source or proceeding involving any person or entity, Claim. The Company further understands and agrees that neither the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding payment of any kind, judicial or administrative (on my own behalf, on behalf sum of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including money nor the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) shall constitute or (b) above. I further represent that, be construed as an admission of any liability whatsoever by the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result fromReleasees, or are incident toany of them, such violation. Notwithstanding anything herein who have consistently taken the position that they have no liability whatsoever to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEACompany. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. Milacron Inc. (athe “Company”) For on its behalf and on behalf of its subsidiaries and affiliates, their officers, directors, partners, employees and agents, their respective successors and assigns, heirs, executors and administrators (hereinafter collectively included within the term “Company”), for and in consideration of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the payments to be made “Executive”) executing the general release of claims against Company dated (the “Executive’s Release of Company”), and other good and valuable consideration, does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the promises set forth under this Agreement and the Employment AgreementExecutive, Ihis assigns, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives executors and assigns administrators (hereinafter collectively referred to as "Releasors"included within the term “Executive”), hereby forever releaseacting in any capacity whatsoever, waive of and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claims, demands, manner of actions and causes of actionactions, fees suits, debts, claims and liabilities of any kind whatsoever, whether known demands whatsoever in law or unknownin equity, which Releasors it ever had, now have, or hereafter may claim to have against Releasees have, by reason of any actual matter, cause or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up thing whatsoever from the beginning of the Executive’s employment with Company to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, Release arising from or relating in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or the Executive’s employment relationship and the termination of any of the foregoing his employment relationship with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, including but not limited to, (i) any claim of discrimination claims which have been asserted, could have been asserted, or retaliation could be asserted now or in the future under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local lawlaws, statutory any contracts between Company and the Executive, other than the Executive’s Release of Company, and the Proprietary Rights Agreement entered into by the Executive on , and any common law claims now or decisional) relating to or arising out of my employment, the terms hereafter recognized and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, includingall claims for counsel fees and costs, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of no event shall this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not release apply to any claims action attributable to a criminal act or to an act or conduct that I may have under the ADEA and shall not apply will likely result in material harm to the portion of the release provided for in Section 3(a) or (b) relating to the ADEACompany. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For and in consideration of the payments amounts payable to be made the Seller (and to the promises set forth under this Agreement Owners indirectly) hereunder, effective as of the Closing Date, the Seller and each Owner hereby releases, acquits and discharges the Employment AgreementCompany and its Affiliates and their respective officers, Idirectors, for myself managers, attorneys, agents, representatives, trustees and for my employees and each of their respective heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"), hereby forever release, waive and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, of and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), from any and all claimsLiabilities, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknownboth in law and in equity, which Releasors the Seller or such Owner ever had, now havehas, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) Company or any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or its Affiliates arising out of my employmentany matters occurring on or prior to the Closing and whether or not relating to Claims pending on, or asserted after, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violationClosing. Notwithstanding anything herein to the contrary, the foregoing release does not include, and the provisions of this Section 3(c) 7.6 shall not apply to release or otherwise diminish, any claims rights or Claims of (a) the Seller or an Owner that I he, she or it has, has ever had, or may hereafter have under against the ADEA Buyer and shall not apply to its Affiliates (including the portion Company after the Closing) set forth in any provisions of this Agreement, the release provided for transactions contemplated hereby, or the other Transaction Documents executed in Section 3(a) or connection with the transactions contemplated hereby and the Seller and Owners hereby expressly reserve any such Claims, (b) relating with respect to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are▇▇▇▇ ▇▇▇▇: (i) my rights of claims to indemnification or contribution reimbursement from the Company to which I was ▇▇. ▇▇▇▇ is entitled immediately prior to the Termination Date under the Company's By-lawsterms and conditions of Section 7.11; provided that, ▇▇. ▇▇▇▇ shall not be entitled to indemnification or reimbursement for any amounts which exceed the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of proceeds actually received by the Company under a Tail Policy for such matter (including, without limitation, under Section 11 net of the Employment Agreementout of pocket expense); or (ii) my rights accrued salary and reimbursement of expenses as a stockholder of the Closing Date (other than in each case, solely to the right extent such amount is included in the Estimated Net Working Capital). From and after the Closing, the Seller and the Owners hereby irrevocably covenant to suerefrain from, which is released); (iii) my rights under directly or indirectly, asserting any tax-qualified pens▇▇▇ plan Claim, or claims for accrued vested benefits commencing or causing to be commenced, any other employee benefit plan, program, policy or arrangement maintained by Claim of any kind against the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended and its Affiliates, based upon any matter purported to survive termination of employmentbe released hereby. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (a) For In consideration of, among other things, the Administrative Agent’s and in consideration the Lenders’ execution and delivery of this Amendment, each of the payments to be made Borrowers and the promises set forth under this Agreement other Credit Parties, on behalf of itself and the Employment Agreementits Related Parties, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives successors and assigns (collectively referred to as "collectively, “Releasors"”), hereby forever releaseagrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, waive releases and discharge discharges, to the Companyfullest extent permitted by law, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), each Releasee from any and all claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, fees suits, debts, accounts, interests, liens, promises, warranties, damages and liabilities consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, which Releasors ever had, whether now have, existing or hereafter may claim to have arising, whether arising at law or in equity (collectively, the “Claims”), against Releasees by reason the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender and their respective Related Parties, and their respective successors and assigns (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Amendment Effective Date, that relate to, arise out of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, otherwise are in connection with any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith. In entering into this Amendment, the Borrowers and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way related to on any such representations, acts and/or omissions or arising out ofthe accuracy, my employment, service as a director, service as a trustee, service as a fiduciary completeness or termination of any of the foregoing with the Companyvalidity thereof. (b) Without limiting the generality Each of the foregoingBorrowers and the other Credit Parties, this Settlementon behalf of itself and its Related Parties and its successors, Waiver assigns, hereby absolutely, unconditionally and General Release is intended to irrevocably, covenants and shall release the Releasees from agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any and all claims, whether known regulatory proceeding or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (iotherwise) any claim Releasee on the basis of discrimination any Claim released, remised and discharged by the Borrowers or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisionalCredit Party pursuant to Section 9(a) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the likehereof. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Each party’s obligations under this Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, shall survive the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as termination of the date I sign this Settlement, Waiver Loan Documents and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion payment of the release provided for in Section 3(a) or (b) relating to the ADEAobligations thereunder. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.

General Release. (ai) For The Executive hereby releases and in consideration of forever discharges the payments to be made Company (and the promises set forth under this Agreement and the Employment Agreement, I, for myself and for my heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as "Releasors"its successors), hereby forever release, waive its subsidiaries and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors affiliates and assigns, and all each of its or their past, present and/or future directors, respective officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives directors and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), agents from any and all claims, demands, actions and causes of actionaction (collectively, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have, or hereafter may claim to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEACLAIMS"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source Claims arising under any applicable federal, state, local or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by foreign law, I further agree that I will notyou may have, at any time hereafteror in the future may possess, commencearising out of (x) your employment relationship with and service, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (or prior to the extent it is within my control date hereof, as an employee, director or permitted by lawofficer of the Company or any of its subsidiaries or affiliates, and the termination of [such relationship or service] [the Employment Agreement dated as of July 1, 1996 between the Company and the Executive (the "EMPLOYMENT AGREEMENT")], or assist in the commencement (y) any event, condition, circumstance or prosecution of as an advisorobligation that occurred, witness (unless compelled by legal process existed or court order) arose on or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect prior to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of hereof; PROVIDED, HOWEVER, that the release set forth in this Settlement, Waiver and General Release which I released pursuant Section 1(a)(i) will not apply to Section 3(a(A) or (b) above. I further represent that, as the obligations of the date I sign this SettlementCompany and its subsidiaries to continue to provide director and officer indemnification and (B) the Company's obligations under its retirement and welfare plans. (ii) The Company and its subsidiaries and affiliates hereby release and forever discharge the Executive, Waiver your estate and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees your legal representatives from and against any and all demandsClaims, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, any Claims arising under Section 11 any applicable federal, state, local or foreign law, that it may have, or in the future may possess, arising out of (x) your employment relationship with and service, on or prior to the date hereof, as an employee, director or officer of the Company or any of its subsidiaries or affiliates, and the termination of [such relationship or service] [the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue], which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (ivy) my rights any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; PROVIDED, HOWEVER, that the release set forth in this Section 1(a)(ii) will not apply to (A) your obligations under the provisions Section 7 (excluding 7.3) of the Employment Agreement or (B) any act or omission of yours which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver is in violation of any and all rights and claims I may have as of this date, including rights applicable civil or claims arising under the ADEA. I have waived rights criminal law or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expiredregulation.

General Release. (a) For Each of Borrower and in consideration Guarantors, on behalf of the payments to be made itself and the promises set forth under this Agreement and the Employment Agreementon behalf of its Subsidiaries, Isuccessors, for myself and for my heirs, dependents, executors, administrators, trusteesassigns, legal representatives and assigns financial advisors (collectively referred to as "Releasors"collectively, the “Releasing Parties”), hereby releases, acquits and forever releasedischarges Agent, waive the Lenders and discharge the Company, its affiliates, employee benefit and/or pension plans or funds, insurers, successors each of their respective past and assigns, and all of its or their past, present and/or future directors, officers, trusteesemployees, agents, membersattorneys, partnersaffiliates, counselpredecessors, employeessuccessors, fiduciaries, administrators, representatives administrators and assigns, whether acting on behalf assigns (the “Released Parties”) of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), and from any and all claims, demandsactions, causes of action, fees demands, rights, damages, costs, loss of service, expenses and liabilities of compensation whatsoever heretofore or hereafter arising from any kind whatsoever, whether known events or unknown, which Releasors ever had, now haveoccurrences, or hereafter may claim anything done, omitted to have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrencebe done, or other matter up allowed to and including the date of my execution of this Settlement, Waiver and General Release, in connection with, or in any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of be done by any of the foregoing with the Company. (b) Without limiting the generality of the foregoing, this Settlement, Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the like. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalfReleased Parties, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following before the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of the same arising from or related to anything done, omitted to be done, or allowed to be done by any of the Released Parties and in any way connected with this Agreement or any of the Loan Documents, any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), 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 EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release contained is an essential and material of this Agreement, and that the agreements in this Paragraph only paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not become effective or enforceable until to do so, and each Releasing Party executes such revocation period has expiredrelease voluntarily, with the intention of fully and finally extinguishing all Released Matters.

General Release. (a) For and in a. In consideration of of, among other things, the payments to be made Agent and the promises set forth under Lenders’ execution and delivery of this Agreement and the Employment Agreement, Ieach the Loan Parties, for myself on behalf of itself and for my heirsits agents, dependentsrepresentatives, executorsofficers, administratorsdirectors, trusteesadvisors, legal representatives employees, subsidiaries, affiliates, successors and assigns (collectively referred to as "collectively, “Releasors"”), hereby forever releaseagree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, waive releases and discharge discharges, to the Companyfullest extent permitted by law, its affiliates, employee benefit and/or pension plans or funds, insurers, successors and assigns, and all of its or their past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, fiduciaries, administrators, representatives and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively referred to as "Releasees"), each Releasee from any and all claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, fees suits, debts, accounts, interests, liens, promises, warranties, damages and liabilities consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, which Releasors ever had, whether now have, existing or hereafter may claim to have arising, whether arising at law or in equity (collectively, the “Claims”), against Releasees by reason any or all of the Lenders in any actual capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or alleged actin part on facts, omissionwhether or not now known, transactionexisting on or before the Waiver Effective Date, practicethat relate to, policy, procedure, conduct, occurrence, arise out of or other matter up to and including the date of my execution of this Settlement, Waiver and General Release, otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any way related to or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination other Loan Party of any loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing with the Company. (b) Without limiting the generality general release of the foregoing, this Settlement, Waiver and General Release is intended to and shall release all Claims against the Releasees from any and all claimsthat are based in whole or in part on facts, whether or not now known or unknown, which Releasors ever hadexisting on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, now haveBorrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or may hereafter claim to have against omissions by any of the Releasees including, but not limited to, (i) any claim of discrimination or retaliation under and hereby agrees and acknowledges that the Age Discrimination in Employment Act ("ADEA"), Title VII validity and effectiveness of the Civil Rights Actreleases set forth above do not depend in any way on any such representations, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") acts and/or omissions or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Actaccuracy, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the Smokers' Right Law; (iii) any other claim (whether based on federal, state completeness or local law, statutory or decisional) relating to or arising out validity thereof. The provisions of my employment, the terms and conditions of such employment this Section shall survive the termination of such employment and/or any this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney's fees, costs, disbursements and the likeObligations. (c) Except as provided herein, I agree that I will not from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, b. Each of the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in as a party, permit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalfLoan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any other person and/or regulatory proceeding or otherwise) any Releasee on behalf of or as a member the basis of any alleged class of persons) in any courtClaim released, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence remised and discharged by Borrower or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEALoan Party. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or director of the Company (including, without limitation, under Section 11 of the Employment Agreement); (ii) my rights as a stockholder (other than the right to sue, which is released); (iii) my rights under any tax-qualified pens▇▇▇ plan or claims for accrued vested benefits any other employee benefit plan, program, policy or arrangement maintained by the Company or under COBRA; or (iv) my rights under the provisions of the Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and General Release constitutes a voluntary waiver of any and all rights and claims I may have as of this date, including rights or claims arising under the ADEA. I have waived rights or claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the consideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. I have been advised that I may consult with the attorney of my choosing concerning this Settlement, Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall not become effective or enforceable until such revocation period has expired.