Common use of Mutual Release Clause in Contracts

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement.

Mutual Release. Upon completion of the requirement contained in Section 2 hereofThe Executive, the Partiesfor himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of themselves him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and their respective direct or indirect predecessorsthe Company, successors, parent companiesits parents, divisions, subsidiaries, agents, affiliates, subrogeesand each of their past and present officers, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officersagents, directors, managersexecutives, shareholders, stockholdersindependent contractors, owners attorneys and insurers (all of any of the foregoing (collectively, in such capacity, the whom are collectively referred to as “Releasors”Company Releasers), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit fully and forever release and discharge the each other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actionsdemands, suitscosts and expenses, defensesincluding attorneys’ fees, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, every kind and demands of any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any kindfuture time to have, includingbased in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims or other legal forms of action or from that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other conductprovision of this Agreement, actthis release shall not waive or in any way limit or otherwise affect the Executive’s rights, omission or failure if any, to actindemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether negligentsuch rights arise under the Company’s articles of incorporation, intentionalbylaws, with insurance contracts or without maliceotherwise. Specifically, that the Parties ever hadCompany shall indemnify and hold the Executive harmless, now have, may have, may claim to have, the fullest extent permitted by applicable law as it presently exists or may hereafter have be amended, in the event the Executive was or claim is made or is threatened to havebe made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against the other Party, from the beginning of time up to all liability and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementloss suffered and expenses reasonably incurred by such person.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the The Parties, on behalf of themselves and themselves, their respective direct or indirect predecessors, successors, direct and indirect parent companies, divisionsdirect and indirect subsidiary companies, subsidiariescompanies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, affiliatesemployees, subrogees, insurers, trustees, trusts, administratorsmanagers, representatives, personal assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, legal representatives, transferees, assigns and successors in interest of assignsinterest, and any firmall persons acting by, trustthrough, corporation, partnershipunder or in concert with them, and the respective consultantseach of them, employeesfrom all known and unknown charges, legal counselcomplaints, officersclaims, directorsgrievances, managersliabilities, shareholdersobligations, stockholderspromises, owners of any of the foregoing (collectivelyagreements, in such capacitycontroversies, the “Releasors”)damages, in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaints, actions, suits, defensesrights, demands, costs, losses, debts, sums of moneypenalties, accountsfees, covenantswages, controversiesmedical costs, agreementspain and suffering, promisesmental anguish, lossesemotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to havewhich either Party has, or may hereafter have or claim to havehad, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the beginning Debt. This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of time up contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to and including or arising from the date hereof. The releases contained in this Agreement shall not operate to release obligations under this AgreementDebt.

Mutual Release. Upon completion In consideration of the requirement contained in Section 2 hereofbenefits afforded by this Agreement, upon the consummation of the Class A Preferred Offering and the Class B Exchange Offer, the PartiesCompany (and its parent and subsidiaries) and each Consenting Noteholder, on behalf of themselves forever and their irrevocably release, discharge, and acquit one another (and each other Consenting Noteholder), and one another’s (and each Consenting Noteholder’s) respective direct or indirect predecessorspast and present Affiliates, successors, parent companies, divisionsparents, subsidiaries, agentsdirectors, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselsyndics, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit employees and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalclaims, statedemands, localliabilities, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)responsibilities, disputes, remedies, causes of action, complaintsindebtedness and obligations, rights, assertions, allegations, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promisesproceedings, losses, damages, ordersinjuries, judgmentsreasonable attorneys’ fees, professional liability actionscosts, and demands expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened based on any legal or equitable theory of recovery, arising under common law or any statute or regulation of any jurisdiction or by contract, of every nature whatsoeverand description, arising out of, in law connection with, or equityrelating to the Company, based on, or in relation to, or arising from, or in connection with, actions taken or omissions that occurred (whether known or unknown, not as of any kindthe date hereof) prior to the date of consummation of the Class A Preferred Offering and the Class B Exchange Offer, including, but not limited towithout limitation, the transactions contemplated by this Agreement, the Recapitalization, the Indenture and, in each case, the documents related hereto and thereto (including any forbearance or waivers granted in connection therewith), including the exercise of remedies and acceleration of such debt and any and all so-called “lender liability” or similar claims or other legal forms causes of action or from any other conductaction; provided, act, omission or failure to act, whether negligent, intentional, with or without malicehowever, that the Parties ever had, now have, may have, may claim releases set forth in this Section 13 shall not apply to have, actions taken on or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including before the date hereof. The of this Agreement by any former or current employee or officer of the Company or by any director of the Company that (x) is not a director of the Company as of the date hereof or (y) whose first appointment as director of the Company took place prior to April 24, 2015, other than those that qualified as an independent director under Argentine Capital Market Law (it being understood that any liability of such employee, officer or director of the Company cannot be extended or imputed to the Company for any reason or based on any legal theory whatsoever; it being further understood that for purposes of this mutual release, the chairmen and vice-chairmen of the Company are deemed to be directors, but not officers or agents of the Company), including, without limitation, any fraud in the inducement or willful misconduct by or on the part of any such former or current, employee, officer or director of the Company; provided, further, that, in the event of the occurrence of a Termination Date, all the releases contained set forth in this Agreement Section 13 shall be null and void and of no further force and effect; and provided, further, that the releases set forth in this Section 13 shall not operate affect or release any party’s rights to release obligations under enforce this Agreement, the Interest Deferral Agreement, the PointArgentum Subscription Agreement, the IRSA Subscription Agreement, the Option Agreement, any financing agreement (including without limitation the Private Notes) entered into by any Consenting Noteholder and the Company or any other written agreement entered into by any of the parties hereto in connection with the consummation of this Agreement; provided, that the foregoing shall not apply to any ordinary course contractual liabilities relating to real estate or commercial development in existence as of the date hereof between IRSA and TGLT (including, without limitation, the outstanding credit of TGLT against IRSA under the supplementary agreement dated April 26, 2018). All references in this Section 13 to “Consenting Noteholders” shall be to the Consenting Noteholders in their capacities as holders of the Notes and, to the extent that such Consenting Noteholders are shareholders of the Company, in their capacities as shareholders of the Company.

Mutual Release. Upon completion Each of the requirement contained in Section 2 hereofBuyer and each Seller, the Parties, on its own behalf and on behalf of themselves and their respective direct or indirect predecessorsassigns, successors, parent companies, divisions, subsidiaries, agentsestates, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselsubsidiaries, officers, directors, managers, shareholdersemployees, stockholdersmembers, owners representatives and other agents, if any and as applicable, hereby knowingly, unconditionally, voluntarily, fully and irrevocably grants this general release and releases, remises, and forever discharges each of the other party’s present and former agents, successors, heirs, devisees, members, officers, employees, managers, representatives, subsidiaries, affiliates, controlling persons and insurers, and their respective successors and assigns, and all persons acting by, through, under or in concert with any of the foregoing them (hereinafter individually and collectively, in such capacity, the “ReleasorsReleased Parties”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), ) of and from any and all federalliabilities, statedamages, localclaims, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defensesdemands, debts, sums of moneytaxes, accounts, covenants, controversiespromises, contracts, agreements, promisesobligations, lossescosts, damagesexpenses (including, orderswithout limitation, attorneys’ fees), suits, controversies, judgments, professional liability actions, inactions, omissions, or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, that relate to the acquisition, ownership and demands operation of the Project (other than the obligations, representations and warranties set forth in this Agreement), based in whole or in part on any nature whatsoeverfacts, in law conduct, activities, transactions, events or equity, occurrences known or unknown, of any kindmatured or unmatured, includingcontingent or otherwise, but not limited toforeseen or unforeseen, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter which have or claim to haveallegedly have existed, against occurred, happened, arisen or transpired (collectively, the other Party, from the beginning of time up to and including the date hereof“Claims”). The releases contained Released Parties each represent, warrant and covenant that no Claims have been assigned, expressly, impliedly, by operation of law or otherwise, to any third party. The foregoing is not intended to limit the parties rights with respect to its remedies for any breach of a representation, warranty or covenant set forth in this Agreement shall not operate to release obligations under this Agreement.

Mutual Release. Upon completion (a) (i) In consideration of the requirement contained in Section payments and benefits to be provided to you pursuant to paragraph 2 hereofabove, the Partiesyou, on behalf of themselves and their respective direct or indirect predecessorsyour heirs, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trustsexecutors, administrators, representatives, personal representativestrustees, legal representatives, transfereessuccessors and assigns (hereinafter referred to collectively as the “LAS Releasors”) forever release and discharge the Company and the Partnership, and their past, present and/or future parent entities, subsidiaries, divisions, affiliates and related business entities, assets, employee benefit plans or funds, successors or assigns and successors in interest any and all of assignstheir past, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, present and/or future officers, directors, managersfiduciaries, shareholderspartners, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultantsattorneys, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurersagents, trustees, trustsadministrators or assigns, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation whether acting as agents for the Company or partnership the Partnership or in their individual capacities (collectively, in such capacity, the hereinafter referred to collectively as “ReleaseesCompany Entities”), of and ) from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, fees and demands liabilities of any nature kind whatsoever, in law or equity, whether known or unknown, which the LAS Releasors ever had, now have, or may have against any of the Company Entities by reason of any kindact, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter, in each case relating to your employment with the Partnership or service as an officer or director of the Company or the termination thereof, up to and including the Resignation Date; provided, however, that this Agreement shall not release any claims for the payments and benefits (including indemnification as provided in Paragraph 11) set forth herein or pursuant to any employee benefit plan subject to Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). (ii) Without limiting the generality of the foregoing, but subject to the proviso at the end of subparagraph (a)(i) above, this Agreement is intended to and shall release the Company Entities from any and all claims, whether known or unknown, which the LAS Releasors ever had, now have, or may have against the Company Entities arising out of your employment and/or your separation of employment with the Company or Partnership, including, but not limited to: (i) any claim under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, and the Family and Medical Leave Act; (ii) any claim under the New York State Human Rights Law or the New York City Administrative Code; (iii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of your employment, the terms and conditions or such employment, 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 breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; (iv) any claim for attorneys’ fees, costs, disbursements and/or the like; and (v) any claim for remuneration of any type, including, without limitation, any claim for any deferred or unvested compensation. (iii) You represent and warrant that you have not commenced, maintained, prosecuted or participated in any action, suit, charge, grievance, complaint or proceeding of any kind against the Company Entities in any court or before any administrative or legislative body or agency and/or that you are hereby withdrawing with prejudice any such complaints, charges, or actions that you may have filed against the Company Entities. You further acknowledge and agree that by virtue of the foregoing, you have waived all relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Paragraph 4. (iv) You further covenant that you shall not ▇▇▇, or otherwise consent to participate in any action against, and shall not assist in the instigation, commencement, maintenance, or prosecution of any action, suit, proceeding, or charge against the Company or Partnership based upon any matter released hereby (except as otherwise required by law), nor shall you testify, assist, or participate (except in response to subpoena or judicial order) in such action, suit, proceeding or charge. This agreement shall not prevent you from filing a charge with the relevant federal, state or local administrative agency, but you agree to waive your rights with respect to any monetary or other legal forms of action or financial relief arising from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, such administrative proceeding. You further understand that the Parties ever had, now have, may have, may claim to haveprovisions of this paragraph shall not be effective with respect to, or may hereafter have or claim adversely affect your rights under, the ADEA with respect to have, against any challenge you make under the other Party, from ADEA to the beginning validity of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof(a) Except as expressly provided herein, the PartiesG▇▇▇▇▇▇, on his own behalf and on behalf of themselves and their respective direct or indirect predecessorshis heirs, successorsspouse, parent companiesexecutors, divisionsadministrators, subsidiariesprincipals, agents, affiliatesattorneys, subrogeesparents and employees, insurersas appropriate, trustees(the “G▇▇▇▇▇▇ Releasing Parties”), trustshereby releases and absolutely forever discharges OXIS, together with its administrators, representativesprincipals, personal representativesagents, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselattorneys, officers, directors, managersemployees, shareholderssubsidiaries, stockholdersparents and affiliates, owners of any of the foregoing as appropriate (collectively, in such capacity, the “ReleasorsOXIS Released Parties”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit individually and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalknown or unknown liabilities, stateclaims, localdemands for damages, foreign and costs, indemnification, contribution, or any other jurisdiction’s statutory thing for which they or common law claims (including claims for contribution and indemnification), causes any of them have or may have a known or unknown cause of action, complaintsclaim, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, or demand for damages, orderscosts, judgmentsindemnification, professional liability actionsor contribution, and demands whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to the effective date of any nature whatsoever, in law or equity, known or unknown, of any kindthis Agreement, including, but not limited to, the Complaint and any and all claims G▇▇▇▇▇▇ has or may have relating to, or arising out of the Employment Agreement or employment of G▇▇▇▇▇▇ with OXIS or the partially executed settlement, or any claim by G▇▇▇▇▇▇ for breach of the Employment Agreement or any claim that G▇▇▇▇▇▇ has been wrongfully terminated by OXIS, including any claim for tortuous conduct resulting in personal injuries, any claim for harassment or discrimination on the basis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or mental disability, or other legal forms protected class, discharge in violation of action or from public policy and/or violation of any other conductstate and federal laws, actincluding without limitation, omission or failure to actthe Age Discrimination in Employment Act and its amendment, whether negligentthe Older Workers Benefits Protection Act, intentionalthe Fair Employment and Housing Act, the Americans with or without maliceDisabilities Act, Title VII of the Civil Rights Act of 1964, as amended, The Fair Labor Standards Acts, as amended, the National Labor Relations Act, as amended, the Labor - Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Equal Pay Act, the Pregnancy Discrimination Act, the Employee Retirement Income Security Act of 1974, as amended, the Family Medical Leave Act of 1993, the California Family Rights Act, as amended and the California Labor Code. Provided however, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained nothing in this Agreement or in paragraphs 3 (a) and 3 (b) shall not operate release or relinquish in any way any rights, entitlements, claims or demands for indemnity or contribution which a G▇▇▇▇▇▇ Releasing Party has, may have or may assert against any OXIS Released Party arising from or in connection with any third party claim relating to G▇▇▇▇▇▇’▇ prior employment by OXIS or service as an officer and/or director of OXIS (including coverage under OXIS’ directors and officers liability insurance, if any, to the fullest extent permitted thereunder). (b) The G▇▇▇▇▇▇ Releasing Parties acknowledge the existence of and, with respect to the matters released in paragraph 3(a) above, expressly waive and relinquish any and all rights and benefits they have or may have under California Civil Code, Section 1542, which provides: 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. The G▇▇▇▇▇▇ Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which he or his attorneys now know or believe to be true with respect to the matters released in paragraph (a) above, and agree that the release obligations under so given in paragraph 3(a), above, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts. (c) Except as expressly provided herein, OXIS, on its own behalf and on behalf of its administrators, principals, agents, officers, directors, employees, subsidiaries, parents and affiliates, as appropriate, (the “OXIS Releasing Parties”), hereby releases and absolutely forever discharges G▇▇▇▇▇▇, together with his heirs, spouse, executors, administrators, as appropriate, (the “G▇▇▇▇▇▇ Released Parties”), individually and collectively, of and from any and all known or unknown liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have occurred at any time prior to the date of this Agreement, including, but not limited to, any and all claims the OXIS Releasing Parties have or may have relating to, or arising out of the employment of G▇▇▇▇▇▇ with OXIS or his service on the OXIS Board of Directors, or any claim by the OXIS Releasing Parties for breach of the Employment Agreement. (d) The OXIS Releasing Parties acknowledge the existence of and, with respect to the matters released in paragraph 3(c) above, expressly waive and relinquish any and all rights and benefits they have or may have under California Civil Code, Section 1542, which provides: 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. The OXIS Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which they or their attorneys now know or believe to be true with respect to the matters released in paragraph 3(c), and agree that the release so given in paragraph 3(c), shall be and remain in effect as a full and complete release of the matters released in paragraph 3(c), notwithstanding any such different or additional facts.

Mutual Release. Upon completion (a) As of the requirement contained in Section 2 date hereof, the PartiesCompany, on behalf of themselves itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to ▇▇▇ any of the Purchasers, any of their respective direct or indirect predecessors, successors, parent companiesSubsidiaries, Affiliates, equity or debt financing sources, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assignsor assignees, and any firmof its or their respective past, trustpresent, corporation, partnership, and the respective consultants, employees, legal counsel, or future officers, directors, employees, incorporators, members managers, partners, shareholders, stockholdersparents, owners of any of the foregoing (collectivelyrepresentatives, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transfereesfinancial advisors, consultantsauditors, employeesattorneys, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trustsheirs, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation devisees or partnership legatees (collectively, in such capacity, collectively the “Purchasers Releasees”), of of, from, and from with respect to, any and all federalmanner of claims, staterights, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaints, actions, suits, defensesliens, obligations, accounts, debts, sums of money, accounts, covenants, controversiesdemands, agreements, promises, lossesliabilities, damagescontroversies, orderscosts, judgmentsexpenses and fees (including attorney’s, professional liability actionsfinancial advisor’s, and demands of any nature lender’s or other fees) whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Company Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Purchasers Releasees or any kindof them, includingin connection with, arising out of or which are in any way related to any action or inaction taken at or prior to the execution of this Agreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, claims the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or other legal forms the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to ▇▇▇ with respect to any claim, action, cause of action or from suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof. (b) As of the date hereof, each Purchaser, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Purchasers Releasors”), does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to ▇▇▇ the Company, any of its successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively, the “Company Releasees”), of, from, and with respect to, any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s, or other conduct, act, omission or failure to actfees) whatsoever, whether negligentarising in law or equity, intentionalwhether based on any federal, with state or without maliceforeign law or right of action, that mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Parties Purchasers Releasors ever had, had or now have, may have, may claim to have, have or can have or shall or may hereafter have or claim to have, against the other PartyCompany Releasees or any of them, from in connection with, arising out of or which are in any way related to any action or inaction taken at or prior to the beginning execution of time up this Agreement by any Company Releasees in connection with the Transaction Documents, the Apollo Agreements or the Transactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to and including the Purchasers Releasors in connection with the transactions contemplated by the Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a release, discharge or covenant not to ▇▇▇ with respect to any claim, action, cause of action or suit arising on or after the date hereof. The releases contained in of this Agreement shall not operate with respect to release obligations under any breach of this AgreementAgreement or the promissory notes being issued pursuant to Section 4(b) hereof.

Mutual Release. Upon completion of (a) Release by the requirement contained in Section 2 hereofExecutive. ------------------------ (i) The Executive knowingly and voluntarily releases and forever discharges the Company, the PartiesEndo, on behalf of themselves ▇▇▇▇▇ & Company, and their respective direct or indirect predecessorsparents, successors, parent companies, divisions, subsidiaries, agents, subsidiaries and affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns together with all of their respective past and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, present directors, managers, officers, shareholders, stockholderspartners, owners employees, agents and attorneys, and each of any of the foregoing their predecessors, successors and assigns (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “"Releasees”), of and ") from any and all federalclaims, statecharges, localcomplaints, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)promises, agreements, controversies, liens, demands, causes of action, complaintsobligations, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, damages and demands liabilities of any nature whatsoever, in law or equity, known or unknown, of any kindsuspected or unsuspected, includingwhich against them the Executive or his executors, but not limited toadministrators, claims successors or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties assigns ever had, now have, may have, may claim to have, or may hereafter have or claim to havehave against any of the Releasees by reason of any matter, against cause or thing whatsoever arising on or before the Effective Time and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Release"). The Release includes, without limitation, any rights or claims relating in any way to the Executive's employment relationship with the Company or any of the Releasees, or the termination thereof, or arising under any statute or regulation, including the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and the Executive, including the Employment Agreement. (ii) Nothing herein shall be deemed to release (A) any of the Executive's rights under this Agreement or (B) any of the benefits that the Executive has accrued prior to the date this Agreement is executed by the Executive under the Company's qualified retirement plans. (iii) The Executive represents that the Company has advised him to consult with an attorney of his choosing prior to signing this Agreement. The Executive further represents that he understands and agrees that he has the right and has in fact reviewed this Agreement and, specifically, the Release, with an attorney of the Executive's choice. The Executive further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and that the Executive is under no obligation to consent to the Release, and that he has entered into this Agreement freely and voluntarily. (iv) The Executive shall have twenty-one (21) days to consider this Agreement and once he has signed this Agreement, the Executive shall have seven (7) additional days from the date of execution to revoke his consent to the Release set forth above. Any such revocation shall be made by delivering written notification to the President and Chief Executive Officer of the Company and upon such revocation, the Executive shall immediately repay to the Company any amounts paid to him pursuant to Section 1(b) hereunder. In the event that the Executive revokes his Release, all the terms of the other Partysections and subsections of this Agreement, from other than Section 1(a) hereof, shall be null and void and shall not become effective. If no such revocation occurs, the beginning of time up to Release and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under become effective as of the eighth (8th) day after the date the Executive signs this Agreement.

Mutual Release. Upon completion of The Seller and the requirement contained in Section 2 hereofCompany each hereby releases and forever discharges the other party, the Partiesand such other party’s directors, on behalf of themselves and their respective direct or indirect predecessorsofficers, successors, parent companies, divisions, subsidiaries, agentsemployees, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing predecessors, heirs, successors and assigns (collectively, in such capacity, collectively the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “ReleaseesReleased Parties”), of and from any and all federalclaims, statedemands, localactions, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)losses, costs, expenses, causes of action, complaintsobligations, actionsliabilities, suits, defenses, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, losses, damages, ordersjudgments of every nature, judgmentskind and description whatsoever, professional liability actions, and demands of any nature whatsoeverstate or federal, in law or in equity, asserted or unasserted, whether or not now known or unknownascertained, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, which heretofore do or may hereafter exist (collectively, “Claims”) which such party may now have or claim to have, have against the other PartyReleased Parties, for, upon, or by reason of any matter, event, cause or thing whatsoever arising out of, based in whole or in part upon, relating to, or existing by reason of the facts, circumstances, transactions, events, occurrences, acts, omissions, or failures to act, of whatever kind or character whatsoever with respect to any and all matters that were asserted or could have been asserted in connection with the offer, issue and sale of the Repurchased Shares, or with the Purchase Agreement, including but not limited to any alleged violation of state or federal securities laws and any Claims relating to tax liability (the “Released Matters”), provided, however, that this release does not release or discharge either party from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release its warranties, representations or obligations under this Agreement.. The Seller and the Company each hereby acknowledge that it is aware that it may hereafter discover claims or facts in addition to or different from those that it now knows or believes to exist with respect to the Released Matters, but that it is each party’s intention hereby to fully, finally and forever settle and release all of the Claims against the Released Parties, without regard to the subsequent discovery or existence of different or additional facts. The Seller and the Company each further covenants not to ▇▇▇ or otherwise institute or cause to be instituted or in any way participate or assist in legal or administrative proceedings against the Released Parties regarding any Released Matter. The Seller and the Company each expressly waives and releases any and all rights and benefits under Section 1542 of the Civil Code of the State of California, or any analogous law of any other state, country or jurisdiction, which reads as follows:

Mutual Release. Upon completion a. The Executive, for himself, his heirs, successors and assigns and in consideration of the requirement contained in Section 2 hereof, the Parties, payments to be made by or on behalf of themselves the Company pursuant to Section 4 of this Agreement, does hereby forever discharge and their respective direct or indirect predecessorsrelease the Company, successorsany subsidiaries, parent affiliated companies, divisionscompanies with common management, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counselownership or control, successors, assigns, successors in interest insurers and reinsurers, attorneys, and franchisees, and all of assignstheir officers, subrogeesdirectors, insurersshareholders, trusteesemployees, trusts, administrators, fiduciaries agents and representatives, legal representatives, personal representatives in their official and any firm, trust, corporation or partnership individual capacities (collectively, in such capacity, the collectively referred to as “Releasees”), of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, damages, charges, complaints, actionsgrievances, suitsexpenses, defenses, debts, sums compensation and remedies which the Executive now has or may in the future have on account of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands or arising out of any nature whatsoevermatter or thing which has happened, in law developed or equity, known or unknown, occurred before the date of any kindthis Agreement (collectively “Claims”), including, but not limited to, claims all Claims arising from the Executive’s employment with the Company or any of its affiliated companies, the termination of such employment, any and all relationships or dealings between the Executive and the Company or any of the other legal forms Releasees, the termination of action any such relationships and dealings, and any and all other Claims the Executive may have against the Company or any of the other Releasees, and the Executive hereby waives any and all such Claims including, all charges or complaints that were or could have been filed with any other court, tribunal or governmental agency, and any and all Claims not previously alleged, including, but not limited to, any Claims under the following: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in Employment Act (ADEA), as amended; (c) the Federal Employee Retirement Income Security Act of 1974 (ERISA), as amended; (d) the Americans With Disabilities Act (ADA), as amended; (e) the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; (f) Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (g) any and all statutes of similar nature or purpose under Delaware or Wisconsin law, or the law of any other state; and (h) any federal, state or local law, rule, regulation, constitution, executive order or guideline of any description, including, but not limited to, those laws described above, or any rule or principle of equity or common law, or any Claim of defamation, conversion, interference with a contract or business relationship, or any other intentional or unintentional tort, or any Claim of loss of consortium, or any Claim of harassment or retaliation, or breach of contract or implied contract, or breach of covenant of good faith and fair dealing, or any whistle-blower Claim. This release, discharge and waiver shall be hereinafter referred to as the “Release.” Notwithstanding the foregoing, Executive shall have the right to assert defenses and counterclaims against any individuals referenced in this subparagraph in connection with any claim that might be asserted against Executive by any of them, in which case this Release shall not preclude the assertion of any defenses or counterclaims that are otherwise the subject of this Release. b. The Company similarly agrees to release the Executive and his agents, attorneys, heirs and assigns from any other conductand all Claims as defined above, actwhether known or unknown, which the Company has, had or might have been able to assert or make based on any action, omission or failure to actconduct of any kind on the part of the Executive or his agents, whether negligentattorneys, intentional, with heirs or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, assigns from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under execution of this Agreement. c. The Executive agrees that this Release may be enforced in federal, state or local court, and before any federal, state or local administrative agency or body. d. This Release does not prohibit the Executive from filing an administrative charge of alleged employment discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act or the Equal Pay Act of 1963; however, the Executive represents that he has not to date filed or cause to be filed any such administrative charge, and further agrees that he hereby waives any right to monetary or other recovery should any federal, state or local administrative agency pursue any Claim on his behalf and will immediately request in writing that the Claim or matter on his behalf be withdrawn. Thus by signing this Agreement, the Executive waives any right he had to obtain a recovery if an administrative agency pursues a Claim against the Company or any of the other Releasees based on any action taken by the Company or any of the other Releasees up to the date of this Agreement, and that he will have released the Company and the other Releasees of any and all Claims, and the continuing effect of any and all Claims of any nature up to the date of this Agreement. e. The Executive specifically understands and agrees that the termination of his employment does not violate or disregard any oral or written promise or agreement, of any nature whatsoever, express or implied. If any contract or agreement of employment exists concerning the employment of the Executive by the Company or the terms and conditions of such employment or the termination of such employment, whether oral or written, express or implied, that contract or agreement (including the Employment Agreement) is hereby terminated and is null and void.

Mutual Release. Upon completion of (a) From and after the requirement contained in Section 2 hereofClosing, to the Partiesfullest extent permitted under applicable Law, Purchaser (on its own behalf and on behalf of themselves its Affiliates (including the Transferred Entity)) knowingly, willingly, irrevocably and expressly waives any and all rights, claims and causes of action any of them may have against Seller, its past, present or future Affiliates, relating to the operation of any of their respective direct businesses (including the operation of the Transferred Entity or indirect predecessorsthe Business) prior to the Closing Date (the “Purchaser Released Matters”), successorswhether or not arising under, parent companiesor based upon, divisionsany Law (including any right, subsidiariesclaim or cause of action arising under the Comprehensive Environmental Response, agentsCompensation, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assignsLiability Act or any other Environmental Law, and any firmother right, trustclaim, corporationor cause of action, partnershipwhether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages, or any other recourse or remedy); provided that, for the avoidance of doubt, nothing in this Section 6.19(a) shall be construed as or deemed to be a release or waiver of, and Purchaser Released Matters shall in no event include, any rights of Purchaser under this Agreement or the respective consultantsAncillary Agreements. Furthermore, employeesfrom and after the Closing, legal counselwithout limiting the generality of this Section 6.19(a), officersto the fullest extent permitted under applicable Law, directorsno Proceeding will be brought, managersencouraged, shareholderssupported or maintained by, stockholdersor on behalf of, owners Purchaser or its Affiliates (including the Transferred Entity) with respect to the Purchaser Released Matters against Seller and its past, present or future Affiliates, and, following the Closing, no recourse in respect of any Purchaser Released Matter will be sought or granted against any of them. (b) From and after the Closing, to the fullest extent permitted under applicable Law, Seller (on its own behalf and on behalf of its Affiliates) knowingly, willingly, irrevocably and expressly waives any and all rights, claims and causes of action any of them may have against Purchaser, its past, present or future Affiliates (including the Transferred Entity) relating to the operation of the foregoing Transferred Entity or the Business prior to the Closing Date (collectively, in such capacity, the “ReleasorsSeller Released Matters”), in consideration of completion of the items contained in Section 1 abovewhether or not arising under, hereby remiseor based upon, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims Law (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement.right,

Mutual Release. Upon completion 1. As of the requirement contained in Section 2 hereofdate that Lessee shall vacate the Premises, the Parties, on behalf of themselves Lessee shall irrevocably and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit unconditionally release and forever discharge the other Party Lessor, and their agents, transferees, consultants, employees, legal counselLessor's predecessors, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, executors and administrators, fiduciaries and agents, employees, representatives, legal representativesattorneys, personal representatives affiliates and any firmall persons acting by, trustthrough, corporation under or partnership in concert with Lessor (collectively, in such capacity“Lessor's Releasees") or any of them, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversiesliens, agreements, promisesobligations, liabilities, claims, rights, demands, damages, judgments, losses, damagescosts and expenses, ordersincluding, judgmentswithout limitation, professional liability actionsattorneys' fees, and demands of any nature whatsoever, in law or equity, known or unknownunknown ("Claim" or "Claims"), which Lessee now has, claims to have, at any time heretofore had, claimed to have, against Lessor or any of Lessor's Releasees, including, without limitation, any kindand all such Claims which arose from, were based upon, or were related to Lessor's performance under the Lease and Lessee's occupancy of the Premises thereunder. 2. Except as regards all provisions in the Lease that specifically survive the termination or earlier expiration of the Lease, including, but not limited to, subsections B.2(a) through B.2(d) below, as of the date that Lessee shall vacate the Premises, Lessor shall irrevocably and unconditionally release and forever discharge Lessee, and Lessee's predecessors, successors, assigns, executors and administrators, agents, employees, representatives, attorneys, affiliates and all persons acting by, through, under or in concert with Lessee (collectively, “Lessee's Releasees") or any of them, from all actions, debts, liens, agreements, obligations, liabilities, claims, rights, demands, damages, judgments, losses, costs and expenses, including, without limitation, attorneys' fees, of any nature whatsoever, known or unknown ("Claim" or "Claims"), which Lessor now has, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim at any time heretofore had, claimed to have, against Lessee or any of Lessee's Releasees, including, without limitation, any and all such Claims which arose from, were based upon, or were related to Lessee's performance under the Lease and Lessee's occupancy of the Premises thereunder . The parties understand that Lessor shall not release and discharge Lessee from the following obligations and liabilities under the Lease, understanding that the following obligations and liabilities survive the termination of the Lease: (a) Lessee's obligation to indemnify, defend and hold Lessor and Lessor's employees harmless from and against any and all liabilities, costs, expenses, claims, judgments, damages, penalties, fines and losses (including, without limitation, diminution in value of the Premises, or other portions of the building, damages for the loss or restriction or use of rentable and usable space or of any amenity of the Premises or other portions of the Building, and sums paid in settlement of claims, attorney's fees, consultant's fees and expert fees) which arise as a result of the contamination of the premises or other portions of the Project or building by Hazardous Materials caused or permitted by Lessee, Lessee's employees or Lessee's invitees, or Lessee's sublessees or their invitees; (b) Lessee's obligation to, at Lessee's expense, protect, defend, indemnify and hold Lessor and Lessor's agents, contractors, licensees, employees, directors, officers, partners, trustees and invitees, and any and all of Lessor's lenders and mortgagees, harmless from and against any and all claims, arising out of or in connection with, Lessee's use of the premises, the Building or the property, the conduct of Lessee's business, any activity, work or things done, permitted or allowed by Lessee in or about the premises or the property, Lessee's or Lessee's employees nonobservance or nonperformance of any statute, ordinance, rule, regulation or other law, or any negligence or willful act or failure to act of lessee or lessee's employees (for which Lessee was required to purchase and maintain Liability Insurance, Property Insurance, and/or other coverage dictated by the Lease); (c) Lessee's obligation to indemnify, defend and hold Lessor harmless from and against the payment of all unpaid governmental taxes, fees and other charges (all of which are defined in the Lease as "Assessments") as provided in Section 3.2 of the Lease; (d) Lessee's obligation to indemnify, defend, protect, and hold Lessor harmless from and against any and all claims for mechanics, materialmen's or other liens in connection with any alterations, repairs, or other work performed, materials furnished or obligations incurred by or for Lessee. 3. Lessee represents and warrants that Lessee is the sole owner of the tenant's interest in the Lease and that it has not made any assignment, sublease, transfer, encumbrance, conveyance, or other disposition of: (a) any interest it has in the Lease; or (b) any claim, demand, obligation, liability, action, or cause of action arising under or relating to the terms of the Lease, to any person or entity. 4. Each party represents and warrants to the other Partyparty and such other party's Releasees that it has not assigned or transferred or purported to assign or transfer any Claim or any portion thereof of any interest therein, and agrees to indemnify, defend, and hold the other party and such other party's Releasees harmless from the beginning and against any Claim based on or arising out of time up to and including the date hereofany such assignment or transfer, or purported assignment or transfer. 5. The releases contained set forth in this Agreement Sections B.1 and B.2 above shall be effective notwithstanding any law, whether statutory or common law, to the contrary, including but not operate limited to release obligations under this AgreementCalifornia Civil Code Section 1542, which reads 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 DEBTOR." Lessee Lessor

Mutual Release. Upon completion In exchange for the payments and benefits identified in this Agreement, which Elder acknowledges are in addition to anything of value to which he is already entitled, Elder hereby releases, settles and forever discharges the requirement contained in Section 2 hereofBank, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisionsits parent, subsidiaries, agents, affiliates, subrogeessuccessors and assigns, together with their past and present directors, officers, employees, agents, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assignsattorneys, and any firmother party associated with the Bank, trustto the fullest extent permitted by applicable law, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)claims, causes of action, complaintsrights, actions, suits, defensesdemands, debts, sums liens, liabilities or damages of moneywhatever nature, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, which he ever had or may now have against the Bank or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Elder's employment with the Bank and his resignation from that employment, pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”); provided, however, that Elder shall be entitled to receive any ERISA benefits that have accrued to him up to the Separation Date, the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Elder for benefits payable under any Social Security, worker’s compensation or unemployment laws. The Bank hereby releases, settles and forever discharges the Elder from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which the Bank ever had or may have against Elder, with the exception of any kind, including, but not limited to, and all claims arising out of or other legal forms of action or from related in any other conduct, act, omission or failure way to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementintentional acts.

Mutual Release. Upon completion In consideration of the requirement covenants and agreements contained in Section 2 hereofherein, including the PartiesCompany’s obligations and payments to be made under Subsection 2(a) above, ▇▇▇▇▇▇▇▇▇▇ on behalf of themselves himself, and his respective heirs, executors, administrators, affiliates, successors and assigns, hereby releases, acquits, and forever releases and discharges Former BPOMS and the Company and each of their respective direct or indirect predecessorsformer and present agents, directors, officers, stockholders, employees, servants, parent, affiliates, owners, subsidiaries, divisions, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, predecessors and assigns (all such entities and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, individuals hereinafter collectively referred to as the “ReleasorsReleased Parties”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), ) of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsdemands, actionsrights, suits, defensesdamages, debts, sums of moneycompensation, accountscosts, covenantsor other expenses, controversiesincluding without limitation attorneys’ fees, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, whether known or unknown, which ▇▇▇▇▇▇▇▇▇▇ ever had, now has, or which he, his heirs, executors, administrators, successors and assigns hereafter can, shall or may have against the Released Parties arising out of any kindmatter, cause, acts, conduct, claims or events, including but not limited to, each and every claim, demand or cause of action which ▇▇▇▇▇▇▇▇▇▇ ever had or now has arising out of the Employment Agreement or ▇▇▇▇▇▇▇▇▇▇’▇ association or employment with Released Parties, as an employee, officer, independent contractor or consultant, or the cessation thereof, and any written or oral representations made to ▇▇▇▇▇▇▇▇▇▇ thereby, and any federal, state, or local statute, rule, regulation or principle of common law, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.; the Age Discrimination in Employment Act (and Older Worker Benefits Protection Act), as amended, 29 U.S.C. §§ 621 et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.; or under any other federal, state or local statute, rule or regulation or principle of employment or contract law. In consideration of the covenants and agreements contained herein, the Company on behalf of itself and all its affiliates constituting the Released Parties, and their successors and assigns, hereby releases, acquits, and forever releases and discharges ▇▇▇▇▇▇▇▇▇▇ of and from any and all claims, actions, causes of action, demands, rights, damages, debts, compensation, costs, or other legal forms expenses, including without limitation attorneys’ fees, of action or from any other conduct, act, omission or failure to actnature whatsoever, whether negligentknown or unknown, intentional, with or without malice, that the Parties which any such parties ever had, now have, may have, may claim to havehas, or which they or their successors and assigns hereafter can, shall or may hereafter have against ▇▇▇▇▇▇▇▇▇▇ arising out of any matter, cause, acts, conduct, claims or claim events, including but not limited to, each and every claim, demand or cause of action which they ever had or now has arising out of the Employment Agreement or ▇▇▇▇▇▇▇▇▇▇’▇ association or employment with Released Parties, as an employee, officer, independent contractor or consultant, or the cessation thereof, and any written or oral representations made to havethem by ▇▇▇▇▇▇▇▇▇▇, against and any federal, state, or local statute, rule, regulation or principle of common law or regulation or principle of employment or contract law. Nothing contained in this Section 6 shall release, acquit, or discharge any claims, actions, causes of action, demands, rights, damages, debts, compensation, costs, or other expenses, including without limitation, attorneys’ fees, arising out of or relating the other Party, from the beginning of time up to and including the date hereof. The releases obligations contained in this Agreement shall not operate to release obligations under this Agreementor the enforcement thereof.

Mutual Release. Upon completion In consideration of the requirement contained mutual agreements herein contained, each of the Company and Lightyear agrees that, effective immediately upon (i) payment in full of the Revised Fee in accordance with Section 2 1 hereof and (ii) termination of the Monitoring Fee Agreement in accordance with Section 3 hereof, (a) the PartiesCompany will thereupon be deemed for all purposes to have fully, on behalf of themselves finally and forever, irrevocably and unconditionally, released, acquitted and forever discharged Lightyear, its affiliates and their respective direct or indirect predecessorsowners, successorsparents, parent companiespartners (both general and limited), divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns members (both managing and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselotherwise), officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successorsagents, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries attorneys and representatives, legal representatives, personal representatives from and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from against any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)civil actions, causes of action, complaintsclaims, actionscosts of suit, suits, defensescounterclaims, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, ordersdemands, judgments, professional liability actionsliabilities, and demands of any nature whatsoeverobligations, actions for legal fees, rights, in law or in equity, known or unknown, asserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any other forum, under the laws of any kindjurisdiction or under international law, includingwhich have arisen or may arise in the future in connection with or relating to the Monitoring Fee Agreement and/or the Services contemplated thereby or the engagement of Lightyear pursuant thereto, but not limited toand the performance by Lightyear of the Services contemplated thereby and (b) Lightyear will thereupon be deemed for all purposes to have fully, claims finally and forever, irrevocably and unconditionally, released, acquitted and forever discharged the Company, its affiliates and their respective owners, parents, partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents, assigns, attorneys and representatives from and against any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in law or other legal forms in equity, known or unknown, asserted or not, existing or not, of action whatever kind or from nature, in any jurisdiction, including in arbitration proceedings or any other conductforum, actunder the laws of any jurisdiction or under international law, omission which have arisen or failure to act, whether negligent, intentional, may arise in the future in connection with or without malicerelating to the Monitoring Fee Agreement and/or the Services contemplated thereby or the engagement of Lightyear pursuant thereto, that and the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against performance by Lightyear of the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this AgreementServices contemplated thereby.

Mutual Release. Upon completion of a. Except for the requirement contained Company’s express obligations set forth in Section 2 hereofthis Agreement and in return for the compensation and benefits to be extended to ▇▇▇▇▇▇▇ pursuant to this Agreement and other good and valuable consideration, which ▇▇▇▇▇▇▇ expressly acknowledges that he would not otherwise be entitled to receive, ▇▇▇▇▇▇▇ does hereby unconditionally release the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and Company from any and all federalactions, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actionsclaims, suits, defensesrights, debtsliabilities, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and or demands of any kind or nature whatsoever(each such action, in law claim, suit, right, liability or equity, known demand being hereinafter individually referred to as a “Claim” and collectively referred to as “Claims”) that ▇▇▇▇▇▇▇ has ever had or unknown, of any kindmight hereafter claim to have against the Company, including, but not limited to: (i) any and all claims in connection with (A) ▇▇▇▇▇▇▇’▇ employment relationship with the Company, (B) the terms and conditions of such employment relationship (including compensation and benefits), or (C) the ending of such employment relationship and the surrounding circumstances thereof, and (ii) any and all claims arising pursuant to any law, constitution, regulation, or other legal forms of action any statute or from any other conduct, act, omission or failure to actcommon law theory, whether negligentin tort, intentionalcontract, with or without malice, that the Parties ever had, now have, may have, may claim to haveequity, or may hereafter have otherwise. Without limiting the generality of the foregoing, ▇▇▇▇▇▇▇ specifically releases, acquits, discharges, and agrees to hold the Company harmless from and against any and all Claims (i) arising under the Fair Labor Standards Act; the Civil Rights Acts of 1866, 1964, and 1991; the Age Discrimination in Employment Act; the Older Worker Benefit Protection Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the fair employment practice laws of any state (which acts and laws prohibit discrimination based upon race, religion, sex, national origin, color, age, handicap, and disability); the Employee Retirement Income Security Act of 1974, as amended: the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; and any state or claim to havelocal minimum wage or equal pay law, against the other Partyregulation or ordinance; or (ii) arising under federal, from the beginning state, or local laws or regulations, or any common law theories of time up to and including the date hereofrecovery. The releases contained in this Agreement This release shall not operate apply to release the Company’s obligations under this Agreement.Agreement to be performed after the date hereof or to any rights or claims that may arise after the effective date of this

Mutual Release. Upon completion In consideration for the full and timely performance of all Terms and Conditions of this Agreement in the requirement contained in Section 2 hereofmanner prescribed herein, the Partieseach party hereto, on behalf of themselves itself/himself and their on behalf of each of its/his respective direct or indirect heirs, executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, parent companiesassigns, divisionsmembers, former shareholders, shareholders, former partners, partners, partnerships, parents, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns affiliated and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselrelated entities, officers, directors, managersprincipals, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultantsservants, employees, legal counselrepresentatives, and all persons, firms associations and/or corporations connected with them hereby releases and forever discharges each other and their respective heirs, executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, assigns, successors in interest of assignsmembers, subrogeesformer shareholders, insurersshareholders, trusteesformer partners, trustspartners, administratorspartnerships, fiduciaries parents, subsidiaries, affiliated and related entities, officers, directors, principals, agents, servants, employees, representatives, legal representativesand all persons, personal representatives and any firmfirms, trustassociations and/or corporations connected with them, corporation who are or partnership (collectively, in such capacity, the “Releasees”)may ever become liable to them, of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, complaintsobligations, actionsliens, suitstaxes, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promisesdamages, losses, damagescosts, orders, judgments, professional liability actions, attorneys’ fees and demands expenses of any every kind and nature whatsoever, in law or equity, known or unknown, fixed or contingent which any of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, them may now have, may have, may claim to have, have or may hereafter have or claim against each other in any way (including all statutory attorneys’ fees that may have been recoverable by Defendants against Max in the Zoning Action) other than any actions that may relate to havean alleged breach of the terms of this Settlement Agreement, against the other Party, from the beginning of time up to and including the date hereofWarrant, attached and incorporated into this Settlement Agreement as Exhibit “B”. The releases contained in this Agreement This paragraph also shall not operate be construed to release obligations under this Agreementlimit any of the rights that ▇▇▇ ▇▇▇ have by virtue of the warrant and/or its potential status as a shareholder of Critical Path.

Mutual Release. Upon completion (a) Effective as of the requirement contained Closing Date, except in Section 2 hereofrespect of any Vendor Excluded Claim, the Partieseach Vendor, on his, her or its own behalf and on behalf of themselves his, her or its Representatives, agents, heirs, successors, predecessors, Affiliates, and assigns (the "Vendor Related Parties"), hereby releases, acquits and forever discharges the Company, its Affiliates and their respective direct or indirect predecessorsemployees, officers, equityholders, directors, Representatives, agents, successors, parent companiespredecessors, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, Affiliates and assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”"Vendor Released Parties"), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalclaims, staterights, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, complaints, actions, suits, defenses, debts, sums of moneyobligations, accountsliabilities, covenants, controversies, agreements, promisesdamages, losses, damagescosts and expenses (including legal fees and expenses), orderswhether based on Canadian, judgmentsforeign, professional liability actionsfederal, and demands state, provincial, local, statutory or common law or any other Law of any kind, nature whatsoeverand/or description, in law matured or equityunmatured, liquidated or unliquidated, accrued or unaccrued, actual or potential, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not asserted, threatened, alleged or litigated, at law, equity or otherwise, arising out of, relating to, or resulting from any circumstances, conduct, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations or omissions, errors, negligence, breach of contract, tort, violation of Law, matter or cause occurring or arising prior to or on the Closing Date and arising from or related in any way to the ownership, management or operation of the Company or employment by the Company on or prior to the Closing Date, which such Vendor or Vendor Related Parties has had, now has, or may have in the future against the Vendor Released Parties, whether known or unknown. For the avoidance of doubt and notwithstanding the foregoing, nothing contained herein will operate to release any obligations or liability of the Company (i) arising under this Agreement, (ii) with respect to claims for accrued and unpaid amounts related to the relevant Vendor Related Parties' employment by the Company, (iii) in the case of any Vendor Related Party who is a director, officer, employee, shareholder or Affiliate of a shareholder of the Company, claims for indemnification in accordance with the Company's constating documents, (iv) arising under any then-existing insurance policy of the Company or its Affiliates, or (v) constituting fraud, intentional misrepresentation, criminal activity or willful misconduct of the Purchaser (collectively, the "Vendor Excluded Claims"). (b) Effective as of the Closing Date, except in respect of any Purchaser Excluded Claim, the Purchaser, on its own behalf and on behalf of its Representatives, agents, heirs, successors, predecessors, Affiliates, and assigns (the "Purchaser Related Parties"), hereby releases, acquits and forever discharges each Vendor and his, her or its Representatives, agents, successors, predecessors, Affiliates and assigns (collectively, the "Purchaser Released Parties"), from any and all claims, rights, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including legal fees and expenses), whether based on Canadian, foreign, federal, state, provincial, local, statutory or common law or any other Law of any kind, includingnature and/or description, but matured or unmatured, liquidated or unliquidated, accrued or unaccrued, actual or potential, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not limited asserted, threatened, alleged or litigated, at law, equity or otherwise, arising out of, relating to, claims or other legal forms of action or resulting from any other circumstances, conduct, actfacts, omission events, transactions, acts, occurrences, statements, representations, misrepresentations or failure omissions, errors, negligence, breach of contract, tort, violation of Law, matter or cause occurring or arising prior to actor on the Closing Date and arising from or related in any way to the ownership, whether negligentmanagement or operation of the Company or employment by the Company on or prior to the Closing Date, intentional, with which the Purchaser or without malice, that the Purchaser Related Parties ever has had, now have, may have, may claim to havehas, or may hereafter have or claim to have, in the future against the other PartyPurchaser Released Parties, from whether known or unknown. For the beginning avoidance of time up to doubt and including notwithstanding the date hereof. The releases foregoing, nothing contained in this Agreement shall not herein will operate to release any obligations or liability of any Vendor (i) arising under this Agreement, or (ii) constituting fraud, intentional misrepresentation, criminal activity or willful misconduct of the Purchaser (collectively, the "Purchaser Excluded Claims").

Mutual Release. Upon completion In consideration of the requirement contained mutual agreements herein contained, upon payment in full to Virgin of the consideration set forth in Section 2 hereof, the Parties, on behalf of themselves 1(b) and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any termination of the foregoing Tax Receivable Agreement, (collectivelya) the Corporation will thereupon be deemed for all purposes except to claim indemnification pursuant to Section 2, in such capacityto have fully, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit finally and forever discharge the other Party released, discharged and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from waived against Virgin any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)civil actions, causes of action, complaintsclaims, actionscosts of suit, suits, defensescounterclaims, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, ordersdemands, judgments, professional liability actionsliabilities, and demands of any nature whatsoeverobligations, actions for legal fees, rights, in law or in equity, known or unknown, asserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any other forum, under the laws of any kindjurisdiction or under international law, includingwhich have arisen or may arise in the future in connection with or relating to the Tax Receivable Agreement by or on behalf of Virgin and (b) Virgin will thereupon be deemed for all purposes to have fully, but not limited tofinally and forever released, claims discharged and waived against the Corporation any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in law or other legal forms in equity, known or unknown, asserted or not, existing or not, of action whatever kind or from nature, in any jurisdiction, including in arbitration proceedings or any other conductforum, actunder the laws of any jurisdiction or under international law, omission which have arisen or failure to act, whether negligent, intentional, may arise in the future in connection with or without malice, that relating to the Parties ever had, now have, may have, may claim to have, Tax Receivable Agreement by or may hereafter have or claim to have, against on behalf of the other Party, from the beginning Corporation. For all purposes of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement, the term “Corporation” and “Virgin” will be deemed to include any and all of their respective affiliates, subsidiaries, agents, assigns, attorneys, directors, employees, officers, owners, parents, partners, representatives, members, shareholders, heirs, auditors, consultants, predecessors, divisions, managers, trustees and advisors (including past, present and future of any and all of the foregoing).

Mutual Release. Upon completion of the requirement contained in Section 2 hereof(a) Blumenthal, the Parties, on his own behalf and on behalf of themselves his heirs, representa▇▇▇▇▇ ▇▇▇ assigns, hereby waives, releases, and their respective direct or indirect predecessorsforever and irrevocably discharges the Corporation, successors, parent companies, divisions, subsidiaries, and its agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselattorneys, officers, directors, managersemployees, shareholders, stockholders, owners of any of the foregoing successors and assigns (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and "Corporation Released Parties") from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defensesobligations, debts, sums demands, claims and liabilities of moneyevery kind and nature, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, either in law or in equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, Blumenthal may now have, may in the future have or may ever have had, ▇▇▇▇▇▇▇ the Corporation Released Parties arising in any manner from or in any manner related, directly or indirectly, to Blumenthal's service or employment as a director, officer and/or an ▇▇▇▇▇▇▇▇ ▇▇ the Corporation including, without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of the Corporation resulting from the provisions of the Option Exercise Agreement entered into by and among the parties hereto bearing the date of August 6, 1999, this Agreement and the Amended Split Dollar Agreement (collectively, the "Surviving Agreements"). (b) The Corporation, on its own behalf and on behalf of its successors and assigns, hereby waives, releases, and forever and irrevocably discharges Blumenthal, and his agents, attorneys, heirs, representatives and as▇▇▇▇▇ (▇▇▇lectively, the "Blumenthal Released Parties") from any and all obligations, debts, d▇▇▇▇▇▇, ▇▇aims and liabilities of every kind and nature, either in law or in equity, that the Corporation may now have, may claim to have, in the future have or may hereafter ever have or claim to have, had against the other PartyBlumenthal Released Parties arising in any manner from or in any man▇▇▇ ▇▇▇▇▇▇d to, directly or indirectly, Blumenthal's service or employment as a director, officer and/or an ▇▇▇▇▇▇▇▇ ▇▇ the Corporation including, without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of Blumenthal resulting from the beginning provisions of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this AgreementSurviving Agreements.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties(a) Recovery, on behalf of themselves itself and their respective direct or indirect predecessorsits former and present shareholders, successors, parent companies, divisions, subsidiariesofficers, agents, affiliatesdirectors, subrogees, insurers, trustees, trusts, administrators, principals and representatives, personal representativeshereby fully, legal representatives, transferees, assigns finally and successors in interest forever releases and discharges Participant and each of assigns, its former and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselpresent members, officers, agents, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit principals and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalliabilities, stateclaims, local, foreign demands and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, whether known or unknown, arising out of any kindacts or omissions occurring, includingor facts or circumstances existing, but not limited toon the date of this Agreement or any earlier date and relating to or arising out of the Development Agreement or the JOA (each a “Claim” and, claims collectively, the “Claims”). (b) Participant, on behalf of itself and its former and present members, officers, agents, directors, principals and representatives, hereby fully, finally and forever releases and discharges Recovery and each of its shareholders, officers, agents, directors, principals and representatives of and from any and all Claims. (c) Each of Recovery and Participant hereby covenant and agree never to institute (or participate in) or cause to be instituted or continue prosecution of any suit or other legal forms form of action or from proceeding of any kind or nature whatsoever against any the other conductparty hereto by reason of or in connection with any of the Claims released, actacquitted and discharged in Section 7(a) and (b) above. (d) Each of Recovery and Participant hereby covenant and agree that it has not sold, omission assigned or failure to act, whether negligent, intentional, with or without malice, otherwise transferred any such Claim. (e) Each of Recovery and Participant knowingly grants the release contained herein notwithstanding that the Parties ever had, now have, such party may have, may claim to havehereafter discover facts in addition to, or different from, those to which that party now knows of believes to be true, and without regard to the subsequent discovery of existence of such different or additional facts, and expressly waives any and all rights that any such party may hereafter have under any statute, procedural rule or claim common law principle, in equity or otherwise, which would limit the effect of the release contained herein to have, against those Claims actually known or suspected to exist at the other Party, from time of the beginning effectiveness of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement. (f) Each party understands, acknowledges and agrees that the release of Claims set forth herein may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against, and may be used as a basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions herein.

Mutual Release. Upon completion (a) Employee agrees, in consideration for the benefits and agreements provided under this Agreement, to irrevocably and unconditionally release Choice, Choice Hotels International Services Corp., and each of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogeesagents, insurers, lawyers, representatives, employee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Code, and their trustees, trustsadministrators and other fiduciaries; and all persons acting by, administratorsthrough, fiduciaries and representativesunder or in concert with them, legal representatives, personal representatives and or any firm, trust, corporation or partnership of them (collectively, in such capacity, the collectively “Choice Releasees”), of and from any and all federalmanner of action or actions, state, local, foreign and any other jurisdiction’s statutory cause or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which Employee now has or may later have against the Choice Releasees, or any one of them, by reason of any kindmatter, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to havecause, or may hereafter have or claim to have, against the other Party, thing from the beginning of time up to the Effective Date of this Agreement arising out of, based on, or relating to the hire, employment, termination, or remuneration of Employee or any other matter (“Choice Claims”). The Choice Claims that Employee is releasing include, but are not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1991; the Equal Pay Act, which prohibits paying men and including women unequal pay for equal work; the Americans with Disabilities Act; the Family and Medical Leave Act; and any other federal, state or local laws or regulations prohibiting employment discrimination, harassment or retaliation. Employee also releases Choice Claims for breach of contract, wrongful discharge, compensation and benefits, expenses, bonuses, or any other employee rights or benefits, or any other actions sounding in tort or contract relating to Employee’s employment and termination from Choice. This Agreement covers both Choice Claims Employee knows about and those Employee may not know about except for any Choice Claim of which Employee is unaware as of the date hereofhereof due to Choice’s fraud or active concealment. The releases contained in Employee assumes the risk of any and all unknown Choice Claims that may exist at the time Employee signs this Agreement, and Employee agrees that this Agreement shall apply to any and all known and unknown Choice Claims that are released hereby. Employee further agrees to execute on the Severance Date a release in the form of Exhibit B. This release does not operate apply to release obligations claims for breach of this Agreement and/or the payment of amounts or provision of benefits pursuant to this Agreement. (b) Choice agrees, in consideration for the undertakings and agreements provided under this Agreement, to irrevocably and unconditionally release Employee and his heirs and beneficiaries (collectively “Employee Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which Choice now has or may later have against the Employee Releasees, or any one of them, by reason of any matter, cause, or thing from the beginning of time to the Effective Date of this Agreement (or, if the Employee executes the Release attached as Exhibit B and does not revoke such Release, through the date of such Release) arising out of, based on, or relating to the employment of employee (“Employee Claims”), except for any Employee Claims relating to Employee’s fraud, willful misconduct, or violation of law or which Employee has actively concealed. Choice assumes the risk of any and all unknown Employee Claims that may exist at the time Choice signs this Agreement, and Choice agrees that this Agreement shall apply to any and all known and unknown Employee Claims that are released hereby. This release does not apply to claims for breach of this Agreement.

Mutual Release. Upon completion (a) Except for the obligations set forth in this Agreement, Executive hereby fully, unconditionally and irrevocably releases the Company, all officers and directors of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing Company (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “General Releasees”), ) of and from any and all federalclaims, statedemands, localactions and causes of action of any kind and nature, foreign and any other jurisdiction’s in law, equity or otherwise, under contract, tort, statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equitylaw, known or unknown, suspected or unsuspected, disclosed or undisclosed, which Executive may have had, may now have or may in the future have by reason of any kindmatter, includingcause or thing done, omitted or suffered to be done prior to the date hereof. In addition, and without limitation on the foregoing, except for the obligations in this Agreement, Executive hereby fully, unconditionally and irrevocably releases the General Releasees and all entities controlled by or under common control with any of them, all past and present employees, officers and directors of any of the General Releasees and any of such entities and all owners or direct or indirect interests in any of the General Releasees or such entities, and their respective counsel, of an from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or otherwise under contract, tort, statutory or common law, known or unknown, suspected or unsuspected, disclosed or undisclosed, directly or indirectly, which Executive may have had, may now have, or may in the future have, arising out of or in nay way connected with Executive’s relationship in any and all capacities with the Company prior to the date hereof, and the employment of Executive by the Company or the termination of that employment, including without limitation, claims if any, pursuant to the Employment Agreement or pursuant to any federal, state or local law, such as, but not limited to, claims or other legal forms the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq.; Title VII of the Civil rights Act of 1964, as amended, 42 U.S.C. Section 2000(e), et seq.; the Civil Rights Act of 1866, as amended, 42 U.S.C. Section 1981, et seq.; the Fiar Labor Standards Act of 1939, as amended, 29 U.S.C. Section 201, et seq.; the Equal Pay Act, 29 U.S.C. Section 206(d); the Orders of the California Industrial Welfare Commission regulating wages, hours and working conditions; each and every provision of the California Labor and Insurance Codes; Article 1, § 1 of the California Constitution; the Rehabilitation Act of 1973, as amended, 29 U.S.C., Section 701, et seq.; Americans with Disabilities Act, 104 Stat. 327; the Employee Retirement Income Security Act of 1974, 29 U.S.C., Section 1001, et seq.; the National Labor Regulations Act, as amended, 29 U.S.C., Section 151, et seq.; the California Fair Employment and Housing Act, as amended, California Government Code, Section 12900, et seq.; the Uruh Civil Rights Act, as amended, California Civil Code, Section 51, et seq. (b) Except for the obligations set forth in this Agreement, the Company on its own behalf and on behalf of all General Releasees hereby fully, unconditionally and irrevocably releases Executive of and from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or from otherwise, under contract, tort, statutory or common law, know or unknown, suspected or unsuspected, disclosed or undisclosed, which any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever of them may have had, may now have, may have, may claim to have, have or may hereafter in the future have by reason of any matter, cause or claim thing done, omitted or suffered to have, against the other Party, from the beginning of time up be done prior to and including the date hereof. The releases contained Except for the obligations set forth in this Agreement shall Agreement, the Company on its own behalf and on behalf of all the persons and entities released in any way by Executive under Paragraph (a) of Section 9, hereby fully, unconditionally and irrevocably releases Executive of and from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or otherwise, under contract, tort, statutory or common law, known or unknown, suspected or unsuspected, and disclosed or undisclosed, which any of them may have had, may now have or may in the future have arising out of or in any way connected with Executive’s relationship in any and all capacities with the Company prior to the date hereof, and the employment of Executive by the Company or the termination of that employment. Without limitation on the generality of the foregoing, included in the foregoing release is a release of any and all such claims, demand, actions, and causes of action, directly or indirectly arising out of or in any way connected with Executive’s relationship in any and all capacities with the Company prior to the date hereof, including but not operate limited to release obligations under this Agreementthe employment of Executive by the Company or the termination of that employment or Executive’s actions or non-actions as an officer of the Company. (c) Executive and the Company each acknowledge that he or it has read and understands Section 1542 of the Civil Code of the State of California which reads as follows:

Mutual Release. Upon completion of the requirement contained in Section 2 hereofThe Executive, the Partiesfor himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of themselves him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and their respective direct or indirect predecessorsthe Company, successors, parent companiesits parents, divisions, subsidiaries, agents, affiliates, subrogeesand each of their past and present officers, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officersagents, directors, managersexecutives, shareholders, stockholdersindependent contractors, owners attorneys and insurers (all of any of the foregoing (collectively, in such capacity, the whom are collectively referred to as “Releasors”Company Releasers), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit fully and forever release and discharge the each other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actionsdemands, suitscosts and expenses, defensesincluding attorneys’ fees, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, every kind and demands of any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any kindfuture time to have, includingbased in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement, the Severance Letter dated September , 2014 between the Company and the Executive (the “Severance Letter”) and the Offer Letter and CIC Agreement referred to in the Severance Letter AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan and any Severance Benefits and Continuing Benefits, as such terms are defined in the Severance Letter. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims or other legal forms of action or from that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other conductprovision of this Agreement, actthis release shall not waive or in any way limit or otherwise affect the Executive’s rights, omission or failure if any, to actindemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether negligentsuch rights arise under the Company’s articles of incorporation, intentionalbylaws, with insurance contracts or without maliceotherwise. Specifically, that the Parties ever hadCompany shall indemnify and hold the Executive harmless, now have, may have, may claim to have, the fullest extent permitted by applicable law as it presently exists or may hereafter have be amended, in the event the Executive was or claim is made or is threatened to havebe made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against the other Party, from the beginning of time up to all liability and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementloss suffered and expenses reasonably incurred by such person.

Mutual Release. Upon completion Except for the rights and obligations expressly set forth or excluded in this Agreement, each of CE on the requirement contained in Section 2 hereofone hand and Seller on the other, the Parties, on behalf of for themselves and for each of their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, past and present agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representativesassigns, transferees, assigns and successors in interest of assignsheirs, and any firmspouses, trustrelatives, corporationexecutors, partnershipattorneys, and the respective consultants, employees, legal counseladministrators, officers, directors, managersemployees, shareholderspredecessors, stockholderssubsidiaries, owners of any of the foregoing parents, Affiliates, successors, insurers, and representatives (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit release and forever discharge the other Party and their respective past and present agents, assigns, transferees, consultantsheirs, spouses, relatives, executors, attorneys, administrators, officers, directors, employees, legal counselpredecessors, subsidiaries, parents, Affiliates, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and ) from any and all federal, state, local, foreign claims and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, which Releasors now have or may have against any of any kindthe Releasees arising through the date of this Agreement, including, including but not limited toto claims relating to the Lease, the Agreement and Plan of Reorganization (and the transactions contemplated thereby), the employment of CE by Seller or any of its Affiliates, ownership of the Shares by CE, discrimination, harassment, retaliation, breach of contract, breach of the implied covenant of good faith and fair dealing, intentional and negligent infliction of emotional distress, violation of privacy rights, violation of any other state or federal law, any charge of discrimination filed by CE against Seller with any state or federal agency, claims for unpaid wages, paid time off, and/or attorneys’ fees and costs incurred in reaching this Agreement. The parties expressly acknowledge and agree that neither Seller nor CE would enter into this Agreement but for the representation and warranty that CE and Seller are hereby releasing any and all claims of any nature whatsoever arising through the date of this Agreement other than any claims relating to the terms and provisions of this Agreement and the transactions contemplated hereby, known or other legal forms of action or from any other conduct, act, omission or failure to actunknown, whether negligentstatutory or at common law, intentional, with which CE or without malice, that Seller now has or could assert directly or indirectly against any of the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this AgreementReleasees.

Mutual Release. Upon completion (a) Except as set forth in paragraph (b) of the requirement contained in this Section 2 hereof5, the PartiesExecutive, on behalf of themselves himself, any and all family members, heirs, executors, administrators, legal representatives and assignees of his rights under this Agreement, on the one hand, and the Company and JLL, for and on behalf of their respective direct or indirect predecessorspartners, shareholders, members, directors and managers, on the other hand, hereby voluntarily, knowingly, willingly, irrevocably and unconditionally mutually release and forever discharge each other, including each of the other's respective associates, stockholders, subsidiaries, successors, parent companiesheirs, divisions, subsidiariesassigns, agents, affiliatesdirectors, subrogeesofficers, insurers, trustees, trusts, administratorsemployees, representatives, personal representativeslawyers and all persons acting by, legal representativesthrough, transfereesunder or in concert with them, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of or any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”)them, of and from any and all federalcharges, statecomplaints, localclaims, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)liabilities, obligations, promises, agreements, causes of action, complaintsrights, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promisescosts, losses, damages, orders, judgments, professional liability actions, debts and demands expenses of any nature whatsoever, known or unknown (the "Claims"), which against them the other party or his or its successors or assigns ever had, now have or hereafter can, shall or may have (either directly, indirectly, derivatively or in law any other representative capacity), based upon the Employment Agreement, the Executive's employment by the Company, and the termination of such employment and the Employment Agreement, including any rights or equityclaims the other party may have based on any facts or events relating thereto, whether known or unknown, that occurred on or before the Effective Date, and including, without limitation, a release of any kindrights or claims the Executive may have based on the Civil Rights Act of 1866, includingas amended; the Civil Rights Act of 1991, but not limited toas amended; the Age Discrimination in Employment Act of 1967, claims as amended (the "ADEA"); Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990; the Equal Pay Act of 1963; any and all laws of any state concerning wages, employment and discharge; any state, local, or other legal forms of action municipal fair employment statutes or from laws; and any other conductlaw, actrule, omission regulation or failure ordinance pertaining to actemployment, whether negligentterms and conditions of employment, intentionalor termination of employment. This release by the Executive also includes, without limitation, all Claims arising under the Company's employee benefit plans and programs now in effect or hereafter adopted. (b) Nothing herein shall be deemed to affect (i) the Executive's or the Company's rights under this Agreement or (ii) the Executive's rights to indemnification under the Company's charter, by-laws or the laws of the State of Delaware or (iii) the Executive's rights to Base Salary or benefits under the Employment Agreement up to the later of the Effective Date or the Termination Date except as provided in Section 2(b) with or without malice, respect to options. (c) The Executive acknowledges that the Parties ever hadCompany has advised the Executive to discuss all aspects of this Agreement with legal counsel prior to entering thereunto and that the Executive has availed himself of this right to the extent he desires, now haveand that he has carefully read and fully understands all of the provisions of this Agreement. The Executive acknowledges that he is entering into this Agreement, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereofrelease and waiver set forth above, knowingly and voluntarily, in exchange for good and valuable consideration. The releases Further, the Executive acknowledges that he has been given at least twenty-one (21) days to consider the terms of this Agreement and in particular the waiver of his rights under the ADEA as contained in Section 5 but may execute and return this Agreement prior thereto. Once the Executive has executed this Agreement, he shall have seven (7) additional days from such execution to revoke his consent to the waiver of his rights under the ADEA (the "Revocation Period"). If no such revocation occurs, the Executive's waiver of rights under the ADEA shall become effective upon the expiration of the Revocation Period. In the event that the Executive revokes his waiver of rights under the ADEA within the Revocation Period, this Agreement shall not operate to release obligations under be effective in whole or in part. (d) The Executive represents that, in executing this Agreement, he has not relied and does not rely upon any representation or statement of the Company not set forth herein with regard to the subject matter, basis or effect of this Agreement or otherwise.

Mutual Release. Upon completion (a) In consideration of the requirement contained Severance Payment and Benefits described in Section 2 hereofParagraph 3, the PartiesEmployee, on behalf of themselves himself and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, his agents, affiliatesheirs, subrogees, insurers, trustees, trustsexecutors, administrators, representativessuccessors and assigns, personal representatives, legal representatives, transferees, assigns hereby releases and successors in interest of assignsforever discharges VIA, and any firmand all of the affiliates, trustowners, corporation, partnership, and the respective consultants, employees, legal counselmembers, officers, directors, managersemployees, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successorsand successors and assigns of VIA, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalcomplaints, stateclaims, localdemands, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)damages, causes of action, complaintslawsuits, actions, suitsand causes of action which he has or may have against any one or more of them for any reason whatsoever in law or in equity, defensesunder federal, debtsstate or other law, sums whether the same be upon statutory claim, contract, tort or other basis, including but not limited to any and all claims arising from or relating to his employment, the decision to terminate his employment, or the termination of moneyhis employment, accountsand any and all claims relating to any employment contract or any stock option plan or agreement, covenantsany employment statute or regulation, controversiesor any employment discrimination law, agreementsincluding but not limited to the Age Discrimination in Employment Act of 1967, promisesas amended, lossesTitle VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, all state and local laws, regulations and ordinances prohibiting discrimination in employment, and other laws and regulations relating to employment, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, provided, however, it is understood that Employee is not waiving any claims under VIA’s 401(k) plan (or any successor to such plan) and is not waiving any claims under VIA’s health plan, stock option plan or other benefit plans. Employee agrees, without limiting the generality of the above release, not to file any claim or lawsuit seeking damages or other relief and asserting any claims that are lawfully released in this Paragraph. Employee further hereby irrevocably and unconditionally waives any and all rights to recover any relief and damages concerning the claims that are lawfully released in this Paragraph. Employee represents and warrants that he has not previously filed or joined in any such claims against VIA or any of its affiliates or subsidiaries, and that he has not given or sold any portion of any claims released herein to anyone else, and that he will indemnify and hold harmless the persons and entities released herein from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer. Notwithstanding the provisions of this Paragraph 2(a), the parties agree that the foregoing release is not a release of Employee’s rights or claims under this Agreement, nor is it a release of any claims with respect to events that occur after the date that Employee signs this Agreement. (b) VIA, on behalf of itself and its affiliates, owners, members, officers, directors, employees, agents, counsel, and successors and assigns, hereby releases and forever discharges Employee, and any and all of his agents, heirs, executors, administrators, successors and assigns, other than current or former VIA employees, from any and all complaints, claims, demands, damages, orderslawsuits, judgments, professional liability actions, and demands causes of action which VIA has or may have against any nature whatsoever, one or more of them for any reason whatsoever in law or in equity, known under federal, state or unknownother law, of any kindwhether the same be upon statutory claim, includingcontract, tort or other basis, including but not limited toto any and all claims arising from or relating to Employee’s employment or the termination of his employment, and any and all claims relating to any employment contract or any stock option plan or agreement, any employment statute or regulation, or any employment discrimination law, including but not limited to the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, all state and local laws, regulations and ordinances prohibiting discrimination in employment, and other laws and regulations relating to employment, including but not limited to the Employee Retirement Income Security Act of 1974, as amended. VIA agrees, without limiting the generality of the above release, not to file any claim or lawsuit seeking damages or other legal forms relief and asserting any claims that are lawfully released in this Paragraph. VIA further hereby irrevocably and unconditionally waives any and all rights to recover any relief and damages concerning the claims that are lawfully released in this Paragraph. VIA represents and warrants that it has not previously filed or joined in any such claims against Employee, and that it has not given or sold any portion of action any claims released herein to anyone else, and that it will indemnify and hold harmless the persons and entities released herein from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer. The parties acknowledge that nothing in this Paragraph shall prevent VIA from asserting any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including claims arising after the date hereof. The releases contained in this Agreement shall is executed, including but not operate limited to release obligations under claims relating to the enforcement of this Agreement.

Mutual Release. Upon completion of the requirement contained in Section 2 hereofASSIGNOR does for itself, the Parties, on behalf of themselves and their respective direct or indirect predecessors, its successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, heirs, executor and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 aboveadministrator, hereby remise, release, acquit and forever discharge generally the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives COMPANY and any firmaffiliate, trustwholly-owned or controlled corporation, corporation subsidiary, successor or partnership (collectivelyassign thereof and any shareholder, in such capacityofficer, director, employee, or agent of any of them, and the “Releasees”)COMPANY does hereby remise, of release, and forever discharge generally ASSIGNOR, from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, lossesdemands, damages, ordersinjuries, judgmentsagreements and contracts, professional liability actionsindebtedness, accounts of every kind and demands of any nature whatsoevercharacter, in law or equity, whether presently known or unknown, of any kindsuspected or unsuspected, includingdisclosed or undisclosed, but not limited toactual or potential, claims which ASSIGNOR or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, COMPANY may now have, may have, may claim to have, or may hereafter have or claim to have, have had or to have acquired against the other Partyof whatever source or origin, from the beginning arising out of or related to any and all transactions of any kind or character at any time up prior to and including the date hereof, including generally any and all claims at law or in equity, those arising under the common law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and antitrust statutes, rules or regulations, in any way arising out of or connected with the Agreement under which ASSIGNOR may now operate a "Pretzel Time" store, and further promise never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against the other, any affiliate, successor, assign, parent corporation, subsidiary, division, controlled corporation, director, officer, shareholder, employee, agent, servant, general partner, limited partner, executor, administrator, estate, trustee or heir, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction. The releases contained in this Agreement In the event ASSIGNOR or the COMPANY breaches any of the promises, covenants, or undertakings made herein by any act or omission, the breaching party shall not operate to release obligations under this Agreementpay, by way of indemnification, all costs and expenses of the other caused by the act or omission, including reasonable attorney's fees.

Mutual Release. Upon completion In exchange for the consideration provided to Executive and the Company under this Agreement that Executive and the Company would otherwise not be entitled to, Executive and the Company expressly waive and release (EXCEPTING any claims the Company may have against Executive in connection with a breach by Executive of the requirement contained Non-Competition Agreement or the Invention Disclosure Agreement, as defined in Section 2 hereof16 or for breach of this Agreement by either party)and promise never to assert any claims or causes of action, whether or not now known, against the Parties, on behalf of themselves and their respective direct other party or indirect the other party's predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, employees and assigns, successors in interest with respect to any matter, arising at any time prior to and including the date of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), execution of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kindthis Agreement, including, but not limited to, any matter arising out of or connected with Executive's employment with the Company or the termination of that employment, or any claim in connection with any benefit or compensation allegedly owed or provided by the Company, including, without limitation, claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, any claims of discrimination or other legal forms of action harassment based on sex, age, race, national origin, disability or from on any other conductbasis, actunder Title VII of the Civil Rights Act of 1964, omission as amended, the California Fair Employment and Housing Act, the California Labor Code, the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), the New York State Human Rights Law, the New York City Administrative Code, and all other laws and regulations relating to employment. Executive expressly waives and releases any and all rights and benefits under Section 1542 of the Civil Code of the State of California (or failure any analogous law of any other state), which reads as follows: "A general release does not extend to actclaims which the creditor does not know or suspect to exist in his favor at the time of executing the release, whether negligentwhich, intentionalif known by him, must have materially affected his settlement with the debtor." Furthermore, both Executive and the Company agree and understand that if, hereafter, they discover facts different from or without malicein addition to those which they now know or believe to be true, that the Parties ever had, now have, may have, may claim to have, waivers and releases herein shall be and remain effective in all respects notwithstanding such different or may hereafter have additional facts or claim to have, against the other Party, from the beginning of time up to and including the date hereofdiscovery thereof. The releases Nothing contained in this Agreement shall constitute or be treated as an admission by Executive or the Company of liability, of any wrongdoing, or of any violation of law. Executive understands and agrees that he is waiving any right to bring any claim of age discrimination, as well as any other claim against the Company. Executive further understands that he has up to twenty-one (21) days to review this Agreement, and to consult with an attorney of his choice. Executive has seven (7) days after signing the Agreement to revoke such Agreement, by providing written notice of revocation to the Company. If Executive wishes to revoke this Agreement during such time, he shall deliver a letter of revocation to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President, Human Resources. Because of this revocation period, Executive understands that the Agreement shall not operate to release obligations under become effective or enforceable until the eighth day after Executive has signed this Agreement.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the PartiesP▇▇▇▇▇▇ and Standard Management, on behalf of themselves and themselves, their respective direct or indirect predecessorsheirs, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representativesnext of kin, personal representatives, legal representativesaffiliated entities, transfereessubsidiaries, assigns and successors in interest of assignsinterest, and any firmeach hereby IRREVOCABLY, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, UNCONDITIONALLY AND GENERALLY mutually release, acquit and forever discharge to the fullest extent permitted by law the other Party and their the other’s heirs, personal representatives, predecessors, successors, affiliated entities, subsidiaries, assigns, agents, transfereesmembers, consultantsshareholders, owners, directors, officers, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representativesattorneys, personal representatives insurance carriers, benefit plans and all other persons acting by, through, under or in concert with any firmof them, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalclaims, stateallegations, localcharges, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)complaints, liabilities, damages, lawsuits, actions, causes of action, complaintsrights, actionsdemands, suitscosts, defenseslosses, debts, sums of moneyreinstatement, accountsinstatement, covenantsemployment, reemployment, back pay, front pay, lost wages, unemployment compensation, liquidated damages, benefits, obligations, promises, agreements, controversies, agreementsattorneys’ fees, promisescosts, losses, damages, orders, judgments, professional liability actionstaxes, and demands rights of any kind or nature whatsoever, in law or in equity, whether known or unknown, fixed or contingent by any reason whatsoever without exception or reservation on matters arising prior to and up to the date of this Agreement, including but not limited to all matters arising out of or relating to P▇▇▇▇▇▇’▇ employment with or the termination of his employment from Standard Management, except for any matter related to the enforcement of the rights and obligations under this Agreement including, without limitation, the enforcement of the Agreed Judgment (Exhibit A) attached hereto and described in paragraph 3 or the provisions of paragraph 4. This release is intended by the Parties to be all-encompassing and to act as a full and total release of any kindclaims that each may have or had against the other, including, including but not limited to, claims any federal or other legal forms of action state law or from regulation or local ordinance dealing with either employment or employment discrimination such as race, color, sex, religion, national origin, age, disability, veteran status or citizenship, or any other conduct, act, omission or failure to actcontract, whether negligentoral or written, intentional, with expressed or without malice, that the Parties ever had, now have, may have, may claim to haveimplied, or may hereafter have any claim in common law; provided, however, this release shall not effect any rights or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in obligations existing under this Agreement shall not operate to release obligations under this Agreementincluding, without limitation, the Agreed Judgment (Exhibit A) attached hereto and described in paragraph 3 or the provisions of paragraph 4.

Mutual Release. Upon completion Employee acknowledges and agrees that the consideration provided under this Agreement represents valuable consideration that the Company is not obligated to provide Employee and is greater than the consideration to which Employee would have been entitled from any source or agreement with the Company upon Employee’s retirement from employment with the Company. Except as to the promises made in this Agreement, and in consideration of the requirement contained benefits provided by the Company, Employee hereby fully, forever, irrevocably and unconditionally releases, settles and discharges the Company from any and all manner of claims, charges, complaints, debts, liabilities, demands, actions, causes of action, suits, rights, covenants, contracts, controversies, agreements, promises, omissions, damages, obligations and expenses of any kind, whether known or unknown, which Employee has, had, or may have against the Company or any Company-sponsored employee benefit plans arising from, or relating in Section 2 hereofany way to, Employee's employment relationship with the Company occurring through the date Employee signs this Agreement. Specifically included in this waiver and release are, among other things, any and all claims arising under Title VII of the Civil Rights Act, the PartiesAge Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Florida Civil Rights Act of 1992, as well as any other federal, state or local statutes, and any claims under common law including but not limited to claims in tort, for breach of contract, or for wrongful discharge. Employee agrees to release and discharge the Company not only from any and all claims or causes of action which Employee could make on behalf Employee’s own behalf, but also those that may or could be brought by any person or organization on Employee’s behalf, and Employee specifically waives any right to become, and promises not to become, a member of themselves any class in any proceeding or case in which any such claim or cause of action against the Company may arise, in whole or in part, from any event which occurred on or before the date of this Agreement. Nothing in this Agreement is intended to waive: (i) rights or claims that may arise after the date of Employee’s execution of this Agreement; (ii) Employee’s entitlement to indemnification as an employee or officer of the Company, whether such entitlement arises: (A) pursuant to the terms of the Indemnification Agreement referenced below; (B) under the terms of the Company’s organizational or governing documents; or (C) otherwise under applicable law; (iii) claims which by law cannot be released by private agreement; or (iv) claims arising from the Company’s breach of this Agreement, the Indemnification Agreement, or the Equity Agreements. The Company acknowledges, understands, and their respective direct or indirect predecessorsagrees that the Indemnification Agreement (including Employee’s entitlement to indemnification thereunder) survives Employee’s separation from the Company, successorsand remain in effect in accordance with its terms. In consideration of Employee’s covenants and agreements set forth in this Agreement, parent companiesthe receipt and sufficiency of which is hereby acknowledged by the Company, divisionsthe Company hereby does release and forever discharges Employee, subsidiaries, Employee’s agents, affiliates, subrogeesattorneys, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns representatives and successors in interest of assignsconsultants, and any firm, trust, corporation, partnership, Employee and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assignsher heirs, successors in interest of and assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalmanner of claims, statedemands, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsadministrative claims, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, lossesliability, damages, ordersclaims for punitive or liquidated damages, judgmentsclaims for attorney's fees, professional liability actionscosts and disbursements, and individual or class action claims, or demands of any nature kind whatsoever, the Company has or might have against them or any of them, whether known or unknown, in law or equity, known contract or unknowntort, arising out of any kindor in connection with Employee’s employment with the Company or otherwise, including, but not limited to, claims and however originating or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Partyexisting, from the beginning commencement of time up to the employment relationship. It is expressly agreed and including the date hereof. The releases contained in understood by both Parties that this Agreement shall not operate to release obligations under this Agreementis a GENERAL MUTUAL RELEASE.

Mutual Release. Upon completion (a) As of the requirement date this Agreement is executed by both parties hereto, for and in consideration of the promises and covenants contained in Section 2 hereofherein, the PartiesPresbytery, on its own behalf and on behalf of themselves the PC(USA) and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiariesall principals, agents, affiliates, subrogeesofficers and directors, insurersnegotiating committee, trusteespredecessors, trustssuccessors and assigns (the "Presbytery Parties"), administratorshereby releases, representativesremises and, personal representativesforever discharges CPC, legal representativesits members, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counselaffiliates, officers, directors, managerselders, shareholdersdeacons, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultantsauditors, employees, legal counselagents, successorsnegotiating committee, assignspredecessors, successors in interest of assignsand assigns (the "CPC Parties") from all claims, subrogeesdamages, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, complaints, actions, suits, defensesdebts, debtsdues, sums of money, accounts, covenantsinterest, controversiescosts and expenses of whatever kind and nature, agreementsincluding but without limitation, promisesattorneys' fees and any other cause of action, lossesknown and unknown, whether in contract, tort, equity or otherwise, whether statutory or common or ecclesiastical law, which the Presbytery Parties ever had or may have against the CPC Parties for any reason, legal or ecclesiastical. (b) As of the date this Agreement is executed by both parties hereto, for and in consideration of the promises and covenants contained herein, CPC, on its own behalf and on behalf of the CPC Parties, hereby releases, remises and forever discharges, the Presbytery Parties from all claims, damages, ordersdemands, judgmentscauses of action, professional liability actionssuits, debts, dues, sums of money, accounts, interest, costs and demands expenses of whatever kind and nature, including but without limitation, attorneys fees and any nature whatsoever, in law or equityother cause of action, known or and unknown, of whether in contract, tort, equity or otherwise, whether statutory or common or ecclesiastical law, which the CPC Parties ever had or may have for any kindreason, includinglegal or ecclesiastical. (c) Nothing in this "Mutual Release" term, described in Section 10, sub-sections (a) and (b), shall be construed as prohibiting either party hereto from enforcing this Agreement by any means, including but not limited to, claims or other to legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementaction.

Mutual Release. Upon completion of the requirement contained in Section 2 hereofASSIGNOR does for itself, the Parties, on behalf of themselves and their respective direct or indirect predecessors, its successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, heirs, executor and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 aboveadministrator, hereby remise, release, acquit and forever discharge generally the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives COMPANY and any firmaffiliate, trustwholly-owned or controlled corporation, corporation subsidiary, successor or partnership (collectivelyassign thereof and any shareholder, in such capacityofficer, director, employee, or agent of any of them, and the “Releasees”)COMPANY does hereby remise, of release, and forever discharge generally ASSIGNOR, from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, lossesdemands, damages, ordersinjuries, judgmentsagreements and contracts, professional liability actionsindebtedness, accounts of every kind and demands of any nature whatsoevercharacter, in law or equity, whether presently known or unknown, of any kindsuspected or unsuspected, includingdisclosed or undisclosed, but not limited toactual or potential, claims which ASSIGNOR or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, COMPANY may now have, may have, may claim to have, or may hereafter have or claim to have, have had or to have acquired against the other Partyof whatever source or origin, from the beginning arising out of or related to any and all transactions of any kind or character at any time up prior to and including the date hereof, including generally any and all claims at law or in equity, those arising under the common law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and antitrust statutes, rules or regulations, in any way arising out of or connected with the Agreement, and further promise never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against the other, any affiliate, successor, assign, parent corporation, subsidiary, division, controlled corporation, director, officer, shareholder, employee, agent, servant, general partner, limited partner, executor, administrator, estate, trustee or heir, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction. The releases contained in In the event ASSIGNOR or the COMPANY breaches any of the promises, covenants, or undertakings made herein by any act or omission, the breaching party shall pay, by way of indemnification, all costs and expenses of the other caused by the act or omission, including reasonable attorneys' fees. Specifically excluded and excepted from the scope of this Agreement Section 3 shall be those continuing duties and obligations of ASSIGNOR and the COMPANY under Franchise Agreements and/or promissory notes to which ASSIGNOR and the COMPANY, or its affiliates, may be parties, or under any loan agreement, open account, or other contract or agreement not operate to release obligations under this Agreementexpressly terminated, released, or modified herein.

Mutual Release. Upon completion (a) Employee agrees, in consideration for the benefits and agreements provided under this Agreement, to irrevocably and unconditionally release Choice, Choice Hotels International Services Corp., and each of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogeesagents, insurers, lawyers, representatives, employee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Code, and their trustees, trustsadministrators and other fiduciaries; and all persons acting by, administratorsthrough, fiduciaries and representativesunder or in concert with them, legal representatives, personal representatives and or any firm, trust, corporation or partnership of them (collectively, in such capacity, the collectively “Choice Releasees”), of and from any and all federalmanner of action or actions, state, local, foreign and any other jurisdiction’s statutory cause or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which Employee now has or may later have against the Choice Releasees, or any one of them, by reason of any kindmatter, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to havecause, or may hereafter have or claim to have, against the other Party, thing from the beginning of time up to the Effective Date of this Agreement arising out of, based on, or relating to the hire, employment, termination, or remuneration of Employee or any other matter (“Choice Claims“). The Choice Claims that Employee is releasing include, but are not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1991; the Equal Pay Act, which prohibits paying men and including women unequal pay for equal work; the Americans with Disabilities Act; the Family and Medical Leave Act; and any other federal, state or local laws or regulations prohibiting employment discrimination, harassment or retaliation. Employee also releases Choice Claims for breach of contract, wrongful discharge, compensation and benefits, expenses, bonuses, or any other employee rights or benefits, or any other actions sounding in tort or contract relating to Employee’s employment and termination from Choice. This Agreement covers both Choice Claims Employee knows about and those Employee may not know about except for any Choice Claim of which Employee is unaware as of the date hereofhereof due to Choice‘s fraud or active concealment. The releases contained in Employee assumes the risk of any and all unknown Choice Claims that may exist at the time Employee signs this Agreement, and Employee agrees that this Agreement shall apply to any and all known and unknown Choice Claims that are released hereby. Employee further agrees to execute on the Severance Date a release in the form of Exhibit B. This release does not operate apply to release obligations claims for breach of this Agreement and/or the payment of amounts or provision of benefits pursuant to this Agreement. (b) Choice agrees, in consideration for the undertakings and agreements provided under this Agreement, to irrevocably and unconditionally release Employee and his heirs and beneficiaries (collectively “Employee Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which Choice now has or may later have against the Employee Releasees, or any one of them, by reason of any matter, cause, or thing from the beginning of time to the Effective Date of this Agreement (or, if the Employee executes the Release attached as Exhibit B and does not revoke such Release, through the date of such Release) arising out of, based on, or relating to the employment of employee (“Employee Claims“), except for any Employee Claims relating to Employee‘s fraud, willful misconduct, or violation of law or which Employee has actively concealed. Choice assumes the risk of any and all unknown Employee Claims that may exist at the time Choice signs this Agreement, and Choice agrees that this Agreement shall apply to any and all known and unknown Employee Claims that are released hereby. This release does not apply to claims for breach of this Agreement.

Mutual Release. Upon completion of the requirement contained (a) Except as provided for in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively5, in such capacityreturn for the payments made and benefits to be extended to ▇▇▇▇▇▇▇ pursuant to this Agreement and other good and valuable consideration, which ▇▇▇▇▇▇▇ expressly acknowledges that he would not otherwise be entitled to receive, ▇▇▇▇▇▇▇ does hereby unconditionally release the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and Company from any and all actions, claims, suits, rights, liabilities, or demands of any kind or nature (each such action, claim, suit, right, liability or demand being hereinafter individually referred to as a “Claim” and collectively referred to as “Claims”) that ▇▇▇▇▇▇▇ has ever had or might hereafter claim to have against the Company, including, but not limited to: (i) any and all claims in connection with (A) ▇▇▇▇▇▇▇’▇ employment relationship with the Company, (B) the terms and conditions of such employment relationship (including compensation and benefits), or (C) the ending of such employment relationship and the surrounding circumstances thereof, and (ii) any and all claims arising pursuant to any law, constitution, regulation, or any statute or common law theory, whether in tort, contract, equity, or otherwise. Without limiting the generality of the foregoing, ▇▇▇▇▇▇▇ specifically releases, acquits, discharges, and agrees to hold the Company harmless fiom and against any and all Claims (i) arising under the Fair Labor Standards Act; the Civil Rights Acts of 1866, 1964, and 1991; the Age Discrimination in Employment Act; the Older Worker Benefit Protection Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the fair employment practice laws of any state (which acts and laws prohibit discrimination based upon race, religion, sex, national origin, color, age, handicap, and disability); the Employee Retirement Income Security Act of 1974, as amended: the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; and any state or local minimum wage or equal pay law, regulation or ordinance; or (ii) arising under federal, state, localor local laws or regulations, foreign and or any other jurisdiction’s statutory or common law theories of recovery. This Agreement shall not apply to rights or claims that may arise after the Severance Date, nor shall any provision of this Agreement be interpreted to waive, release, or extinguish any rights that by express and unequivocal terms of law may not under any circumstances be waived, released, or extinguished. ▇▇▇▇▇▇▇ further agrees not to sue or to authorize anyone else to file a lawsuit on his behalf against the Company for any reason, and not to become a member of any class suing the Company. If ▇▇▇▇▇▇▇ files any action, suit, or proceeding with respect to any Claim released by him herein (including claims for contribution and indemnificationor if a Claim so released is filed on ▇▇▇▇▇▇▇’▇ behalf by another person), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of ▇▇▇▇▇▇▇ agrees to indemnify the Company against any nature whatsoever, in law damages or equity, known or unknown, of any kindjudgments arising therefiom, including, but not limited to, claims expenses of litigation and attorneys’ fees incurred by the Company with respect to any such action, suit, or proceeding. Further, ▇▇▇▇▇▇▇ agrees that a mandatory prerequisite to asserting any claim settled or released under this Agreement is the return of all payments and compensation made pursuant to this Agreement and all other legal forms consideration received by him in connection herewith. - 4 - (b) Allegiant Travel Company (on behalf of action itself and its subsidiaries) hereby unconditionally releases, acquits, discharges, and agrees to hold ▇▇▇▇▇▇▇ harmless fi'om and against any and all Claims that it has ever had or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may might hereafter claim to have, or may hereafter have or claim to have, had against the other Party, from the beginning ▇▇▇▇▇▇▇ as of time up to and including the date hereof. The releases contained in of this Agreement shall not operate to release except for: (i) any claims resulting fi'▇▇ ▇▇▇▇▇▇▇’▇ Improper Acts, (ii) the restrictive covenants and confidential information restrictions included into this Agreement, and (iii) other obligations under this Agreement. If the Company files any action, suit, or proceeding with respect to any Claim released by it herein (or if a Claim so released is filed on its behalf by another person), the Company agrees to indemnify ▇▇▇▇▇▇▇ against any damages or judgments arising therefrom, including, but not limited to, expenses of litigation and ▇▇▇▇▇▇▇▇’ fees incurred by ▇▇▇▇▇▇▇ with respect to any such action, suit, or proceeding.

Mutual Release. Upon completion of the requirement contained in Section 2 hereofThe Executive, the Partiesfor himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of themselves him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and their respective direct or indirect predecessorsthe Company, successors, parent companiesits parents, divisions, subsidiaries, agents, affiliates, subrogeesand each of their past and present officers, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officersagents, directors, managersexecutives, shareholders, stockholdersindependent contractors, owners attorneys and insurers (all of any of the foregoing (collectively, in such capacity, the whom are collectively referred to as “Releasors”Company Releasers), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit fully and forever release and discharge the each other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actionsdemands, suitscosts and expenses, defensesincluding attorneys’ fees, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, every kind and demands of any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any kindfuture time to have, includingbased in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement, the Offer Letter between the Executive and the Company dated August 25, 2014 and the Severance Letter between the Executive and the Company dated September , 2014 AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Termination Date (as defined in the Change of Control Agreement between the Company and the Executive dated September , 2014), he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims or other legal forms of action or from that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other conductprovision of this Agreement, actthis release shall not waive or in any way limit or otherwise affect the Executive’s rights, omission or failure if any, to actindemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether negligentsuch rights arise under the Company’s articles of incorporation, intentionalbylaws, with insurance contracts or without maliceotherwise. Specifically, that the Parties ever hadCompany shall indemnify and hold the Executive harmless, now have, may have, may claim to have, the fullest extent permitted by applicable law as it presently exists or may hereafter have be amended, in the event the Executive was or claim is made or is threatened to havebe made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against the other Party, from the beginning of time up to all liability and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementloss suffered and expenses reasonably incurred by such person.

Mutual Release. Upon completion (a) Each of the requirement contained in Section 2 hereof, the Parent Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnershipthe one hand, and the Company, on the other hand, on their own behalf and on behalf of their respective consultantsparent entities, employeescontrolling persons, legal counselassociates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, in such capacity, the “ReleasorsReleasing Persons”)) shall and shall be deemed to have completely, in consideration of completion of the items contained in Section 1 abovefully, hereby remise, release, acquit finally and forever discharge the other Party compromised, settled, released, discharged, extinguished, relinquished, and their agentsdismissed with prejudice any claims, transfereesdemands, consultantsrights, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintspotential actions, actionsliabilities, damages, diminutions in value, debts, losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits, defensescosts, debtsexpenses, sums of money, accounts, covenantsmatters, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, issues known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any kindother type or asserted in any other capacity, that have been or could have been, asserted in any court, tribunal or proceeding (including, but not limited to, any claims arising under federal, state, foreign, statutory or other common law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the Company, as applicable), by or on behalf of such party or any of its Releasing Persons, or which arise out of or relate to the stockholdings of any stockholder of any Parent Party or the Company, as applicable, or any such shareholder's status as a shareholder of such party, against the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), or any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal forms of action representatives, estates, administrators, predecessors, successors or from any other conductassigns (the “Released Persons”), act, omission or failure to act, whether negligent, intentional, with or without malice, that which the Parties Releasing Persons ever had, now have, or may havein the future have by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements or representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to the Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or disclosures made in connection with the Merger Agreement, the Merger or the Termination (including any alleged misstatements or omissions or the adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may claim have under the Asset Purchase Agreement. (b) Each of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may discover facts in addition to haveor different from those now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of such party on its own behalf and on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter have exist, and without regard to the subsequent discovery of additional or different facts. Each of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that “Unknown Claims” are expressly included in the definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in this Section 3 and was relied upon by each and all of the Released Persons in entering into this Termination Agreement. “Unknown Claims” means any claim to havethat a party or any of its Releasing Persons does not know or suspect exists in his, her, or its favor at the time of the release of the Settled Claims as against the other PartyReleased Persons, from including without limitation those which, if known, might have affected the beginning of time up decision to and including the date hereof. The releases contained in enter into this Agreement shall not operate to release obligations under this Termination Agreement.

Mutual Release. Upon completion As of the requirement contained Bankruptcy Court Order Date (in Section 2 hereofthe case of Counterparty) and as of the Payment Date (in the case of Enron): (a) Enron, the Partiesfor itself, on behalf of themselves its successors and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, hereby waives, releases and any firmforever discharges Counterparty and its Affiliates and each of their past, trust, corporation, partnership, present and the respective consultants, employees, legal counsel, future officers, directors, managerspartners, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultantsmembers, employees, legal counselagents, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and servants from any and all federalclaims, stateobligations, localdemands, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of actionaction and liabilities, complaintsof whatsoever kind and nature, actionscharacter and description, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, whether in law or equity, whether sounding in tort, contract or under other Applicable Law (as defined in Section 2.2(e) below), whether known or unknown, and whether anticipated or unanticipated, of or to Enron, which Enron and its successors and assigns ever had, now have or may ever have, arising from any kindevent, transaction, matter, circumstance or fact including, but not limited to, claims the Investigative Matters (as defined in Section 3.4 below) in any way arising out of, arising as a result of, related to, with respect to or other legal forms in connection with or based in whole or in part on the Contracts (such claims, obligations, demands, actions, causes of action and liabilities referred to herein collectively as "Enron Claims"); provided, however, that Enron does not hereby waive, release or discharge Counterparty from any other conductof its obligations under this Settlement Agreement, actincluding, omission or failure without limitation, Counterparty's obligation to actpay the Settlement Payment. (b) Counterparty, for itself, its successors and assigns, hereby waives, releases and forever discharges Enron and its Affiliates and each of their past, present and future officers, directors, partners, members, employees, agents, and servants from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description, whether negligentin law or equity, intentionalwhether sounding in tort, with contract or without maliceunder other Applicable Law, that the Parties whether known or unknown, and whether anticipated or unanticipated, of or to Counterparty, which Counterparty and its successors and assigns ever had, now have or may ever have, may havearising from any event, may claim transaction, matter, circumstance or fact (including, but not limited to, the Investigative Matters) in any way arising out of, arising as a result of, related to, with respect to haveor in connection with or based in whole or in part on the Contracts (including, without limitation, the Guaranty) (such claims, obligations, demands, actions, causes of action and liabilities referred to herein collectively as "Counterparty Claims" and, together with the Enron Claims, as "Claims"); provided, however, that Counterparty does not hereby waive, release or may hereafter have or claim to have, against the other Party, discharge Enron from the beginning any of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release its obligations under this Settlement Agreement. (c) The consequences of the foregoing waiver provisions have been explained by each of the Parties' respective counsel. Each of the Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now know or believe to be true with respect to the Claims, and agree that this Settlement Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. (d) To the extent Applicable Law would not otherwise recognize the provisions of subsections (a) and (b) of this Section 2.2 as constituting a full and final release applying to all unknown and unanticipated Claims, as well as those now known or disclosed, the Parties hereby expressly waive all rights or benefits which either one or both of them may have now or in the future under any such Applicable Law. The Parties acknowledge that they have separately bargained for the foregoing mutual releases and such mutual releases constitute a key element of this Settlement Agreement. (e) For purposes of this Settlement Agreement, the following terms shall have the following meanings:

Mutual Release. Upon completion a. The Executive, for himself, his heirs, successors and assigns and in consideration of the requirement contained in Section 2 hereof, the Parties, payments to be made by or on behalf of themselves the Company pursuant to Section 4 of this Agreement, does hereby forever discharge and their respective direct or indirect predecessorsrelease the Company, successorsany subsidiaries, parent affiliated companies, divisionscompanies with common management, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counselownership or control, successors, assigns, successors in interest insurers and reinsurers, attorneys, and franchisees, and all of assignstheir officers, subrogeesdirectors, insurersshareholders, trusteesemployees, trusts, administrators, fiduciaries agents and representatives, legal representatives, personal representatives in their official and any firm, trust, corporation or partnership individual capacities (collectively, in such capacity, the collectively referred to as “Releasees”), of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)demands, causes of action, damages, charges, complaints, actionsgrievances, suitsexpenses, defenses, debts, sums compensation and remedies which the Executive now has or may in the future have on account of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands or arising out of any nature whatsoevermatter or thing which has happened, in law developed or equity, known or unknown, occurred before the date of any kindthis Agreement (collectively “Claims”), including, but not limited to, claims all Claims arising from the Executive’s employment with the Company or any of its affiliated companies, the termination of such employment, any and all relationships or dealings between the Executive and the Company or any of the other legal forms Releasees, the termination of action any such relationships and dealings, and any and all other Claims the Executive may have against the Company or any of the other Releasees, and the Executive hereby waives any and all such Claims including, all charges or complaints that were or could have been filed with any other court, tribunal or governmental agency, and any and all Claims not previously alleged, including, but not limited to, any Claims under the following: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in Employment Act (ADEA), as amended; (c) the Federal Employee Retirement Income Security Act of 1974 (ERISA), as amended; (d) the Americans With Disabilities Act (ADA), as amended; (e) the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; (f) Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (g) any and all statutes of similar nature or purpose under Delaware or Wisconsin law, or the law of any other state; and (h) any federal, state or local law, rule, regulation, constitution, executive order or guideline of any description, including, but not limited to, those laws described above, or any rule or principle of equity or common law, or any Claim of defamation, conversion, interference with a contract or business relationship, or any other intentional or unintentional tort, or any Claim of loss of consortium, or any Claim of harassment or retaliation, or breach of contract or implied contract, or breach of covenant of good faith and fair dealing, or any whistle-blower Claim. This release, discharge and waiver shall be hereinafter referred to as the “Release.” Notwithstanding the foregoing, Executive shall have the right to assert defenses and counterclaims against any individuals referenced in this subparagraph in connection with any claim that might be asserted against Executive by any of them, in which case this Release shall not preclude the assertion of any defenses or counterclaims that are otherwise the subject of this Release. b. The Company similarly releases the Executive and his agents, attorneys, heirs and assigns from any other conductand all Claims as defined above, actwhether known or unknown, which the Company has, had or might have been able to assert or make based on any action, omission or failure to actconduct of any kind on the part of the Executive or his agents, whether negligentattorneys, intentional, with heirs or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, assigns from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under execution of this Agreement. c. The Executive agrees that this Release may be enforced in federal, state or local court, and before any federal, state or local administrative agency or body. d. This Release does not prohibit the Executive from filing an administrative charge of alleged employment discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act or the Equal Pay Act of 1963; however, the Executive represents that he has not to date filed or cause to be filed any such administrative charge, and further agrees that he hereby waives any right to monetary or other recovery should any federal, state or local administrative agency pursue any Claim on his behalf and will immediately request in writing that the Claim or matter on his behalf be withdrawn. Thus by signing this Agreement, the Executive waives any right he had to obtain a recovery if an administrative agency pursues a Claim against the Company or any of the other Releasees based on any action taken by the Company or any of the other Releasees up to the date of this Agreement, and that he will have released the Company and the other Releasees of any and all Claims, and the continuing effect of any and all Claims of any nature up to the date of this Agreement. e. The Executive specifically understands and agrees that the termination of his employment does not violate or disregard any oral or written promise or agreement, of any nature whatsoever, express or implied. If any contract or agreement of employment exists concerning the employment of the Executive by the Company or the terms and conditions of such employment or the termination of such employment, whether oral or written, express or implied, that contract or agreement (including the Employment Agreement) is hereby terminated and is null and void.

Mutual Release. Upon completion ▇. ▇▇▇▇▇' Release in Full. ▇▇▇▇▇, in consideration of the requirement contained matters specified in Section 2 hereofArticle II hereinabove, the Partiesreceipt (and anticipated receipt) and sufficiency of which is hereby acknowledged and confessed, on behalf of themselves has RELEASED, ACQUITTED AND FOREVER DISCHARGED, and their respective direct by these presents does himself, his predecessors, successors and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE, Company and its affiliated companies or indirect entities, predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representativesagents, legal representatives, personal representatives and any firmattorneys, trustfrom all existing and future claims, corporation or partnership (collectively, in such capacity, the “Releasees”), of demands and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, action for all existing and demands of any nature whatsoever, in law or equityfuture damages and remedies, known Initials: /s/ RD Initials: /s/ VB ---------- ----------- or unknown, which have accrued or may ever accrue to ▇▇▇▇▇, his predecessors, successors, and assigns, arising out of or in any kindway related to or connected with payment of compensation to ▇▇▇▇▇ under the terms of the April 13, 1998 Employment Agreement, including, but not limited to, claims or other legal forms all claims, demands, and causes of action or from of any other conduct, act, omission or failure to actnature, whether negligentin contract or tort, intentionalincluding negligence, with or without malicearising under or by virtue of any statute or regulation, that are now recognized by law or that may be created in the Parties ever hadfuture in any manner, now haveincluding, may havebut not limited to, may claim to haveby statute, regulation, or judicial decision, for all losses, damages or remedies of any kind that are now recognized by law or that may hereafter be created or recognized in the future in any manner, including without limitation by statute, regulation or judicial decision, including, but not limited to, the following: all actual damages, including but not limited to lost profits, loss of reputation, loss of opportunity, out of pocket expenses, loss of earnings, exemplary and punitive damages, all penalties of any kind, past, present, and future personal injuries, property damage, loss of consortium, damage to familial relations, ensuing damage, loss of inheritance, loss of companionship, loss of society and affection, loss of enjoyment of life, mental anguish, emotional distress, attorney's fees and pre- and post- judgment interest. This Settlement Agreement and Mutual Release in Ful encompasses all liability based on legal theories of every nature. B. Company's Release in Full. Company, in consideration of the matters specified in Article II herein above, the receipt (and anticipated receipt) and sufficiency of which is hereby acknowledged and confessed, have or claim to havejointly and severally RELEASED, against the other PartyACQUITTED, AND FOREVER DISCHARGED, and by these presents does itself, its predecessors, successors and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE, ▇▇▇▇▇ and his predecessors, successors, assigns, employees, agents, legal Initials: /s/ RD Initials: /s/ VB ---------- ----------- representatives and attorneys, from all existing and future claims, demands and causes of action for all existing and future damages and remedies, known or unknown, which have accrued or may ever accrue to Company, its predecessors, successors, and assigns, arising out of or in any way related to the beginning ONE HUNDRED TWENTY-ONE THOUSAND FORTY THREE and 14/100 DOLLARS ($121,043.14) Employee Receivables due from ▇▇▇▇▇ to Company as of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under of this Agreement, including, but not limited to, all claims, demands, and causes of action of any nature, whether in contract or tort, including negligence, or arising under or by virtue of any statute or regulation, that are now recognized by law or that may be created in the future in any manner, including, but not limited to, by statute, regulation, or judicial decision, for all losses, damages or remedies of any kind that are now recognized by law or that may be created or recognized in the future in any manner, including without limitation by statute, regulation or judicial decision. This Settlement Agreement and Mutual Release in Full encompasses all liability based on legal theories of every nature.

Mutual Release. Upon completion of In exchange for the requirement contained payments and other consideration provided in Section 2 hereof4 of this Amendment, the PartiesConsultant, on behalf of themselves himself, his heirs, executors, and their respective direct or indirect predecessorsassigns and the Company on behalf of itself, successorsand its Officers, parent companiesDirectors, divisionsaffiliates, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, and assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit release and forever discharge the each other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actionscharges, and demands complaints of any nature whatsoeverwhatsoever past, in law or equitypresent and future, known or unknownunknown (collectively, “Claims”). By entering into this Amendment, it is the Parties’ intent to waive and release all Claims and potential claims against each other that can legally be released. The release of any kindClaims by Consultant (the “Consultant Release”), includingincludes, but is not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (ADEA), the Americans with Disabilities Act (ADA), the Equal Pay Act (EPA), the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), all as amended, and all other federal, state, and local laws and regulations relating to employment or other legal forms termination of action employment that may be legally waived or from released; however, the identification of specific statutes is for purposes of example only, and the omission of any other conductspecific statute or law shall not limit the scope of the Consultant Release in any manner. By signing this Amendment, actthe Consultant acknowledges that he is knowingly and voluntarily waiving and releasing any rights he has under the ADEA, omission or failure to actOlder Workers Benefit Protection Act, whether negligentand its implementing regulations, intentional, with or without malice, and that the Parties ever hadconsideration given for the Consultant Releases in this Amendment is in addition to anything of value to which he is already entitled. Consultant further acknowledges that he has been advised, now haveas required by the ADEA, may have, may claim that: (a) his waiver and release does not apply to have, any rights or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including claims that arise after the date hereofhe signs this Amendment; (b) he should consult with an attorney prior to signing this Amendment (although he may choose voluntarily not to do so); (c) he has twenty-one (21) days to consider this Amendment (although he may choose voluntarily to sign it sooner); (d) he has seven (7) days following the date he signs this Amendment to revoke this Amendment (in a written revocation sent to the Company); and (e) this Amendment will not be effective until the date upon which the revocation period has expired, which will be the eighth day after he signs this Amendment provided that he does not revoke it. The releases contained Notwithstanding the foregoing, nothing in this Agreement Paragraph 8 of this Amendment shall not operate be construed as to release limit the rights and obligations of the Parties under this Paragraph 9 of the Existing Agreement.

Mutual Release. Upon completion a. Except as expressly set forth in this Agreement, for and in consideration of the requirement contained in Section 2 hereofmutual covenants set forth herein, the PartiesInvestor on its own behalf, and on behalf of themselves its affiliates, partners, grantees, agents, representatives, assigns, assignors, and their respective direct or indirect predecessorsany person and/or entity claiming through the Investor (collectively, successorsthe “Investor Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, agentsowners, affiliatesjoint ventures, subrogeescommonly-controlled companies, investors, and insurers, trusteesas applicable, trusts, administrators, representatives, personal representatives, legal representatives, transferees, together with all successors and assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “ReleaseesCompany Released Parties”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)liabilities, causes of action, charges, complaints, actions, suits, defensesclaims, debtsobligations, sums of money, accounts, covenants, controversies, agreements, promisescosts, losses, damages, ordersrights, judgments, professional liability actionsattorneys’ fees, expenses, bonds, bills, penalties, fines, and demands all other legal responsibilities of any nature form whatsoever, in law or equity, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other of any kindjurisdiction, foreign or domestic, whether in law or in equity, which they have or may claim to have against any of the Company Released Parties prior to and as of the Effective Date, including, without limitation, any costs, attorneys’ fees or expenses incurred by the Investor Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Company from its continuing obligations under the Purchase Agreements or the Notes (as modified by this Agreement); provided, that, this release shall not extend to (i) any obligations incurred under, or arising out of, this Agreement or (ii) any claims or causes of action against the M▇▇▇▇▇▇▇▇ Law Office, Inc. or T▇▇ ▇▇▇▇▇▇▇▇▇ in connection with or relating to any legal opinions issued by the M▇▇▇▇▇▇▇▇ Law Office, Inc. or T▇▇ ▇▇▇▇▇▇▇▇▇ to Investor, including but not limited toto the opinion issued to Investor on or around September 28, claims 2022 (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the M▇▇▇▇▇▇▇▇ Law Office, Inc. and T▇▇ ▇▇▇▇▇▇▇▇▇ with respect to the matters described in clause (ii) of this proviso) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). The Investor Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Company Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Investor Releasing Parties, in connection with or relating to the Investor Released Claims or otherwise. b. Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Company on its own behalf, and on behalf of its affiliates, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Company Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the Investor and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all liabilities, causes of action, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of any form whatsoever, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other legal forms of action any jurisdiction, foreign or from any other conduct, act, omission or failure to actdomestic, whether negligentin law or in equity, intentional, with which they have or without malice, that the Parties ever had, now have, may have, may claim to havehave against any of the Investor Released Parties prior to and as of the Effective Date, including, without limitation, any costs, attorneys’ fees or expenses incurred by the Company Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Investor from its continuing obligations under the Purchase Agreements or the Notes (as modified by this Agreement); provided, that, this release shall not extend to any obligations incurred under, or may hereafter have arising out of, this Agreement, provided, further, that this release shall encompass all actions of the Investor Released Parties taken prior to the Effective Date, as of the Effective Date, and at all times after the Effective Date with respect to any claim against any of the Investor Released Parties relating to registration as a broker-dealer under any state or claim federal laws or statutes (all of the aforementioned are collectively referred to have, against as the other Party, from the beginning of time up to and including the date hereof“Company Released Claims”). The releases contained Company Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement shall not operate and the Transaction Documents (as modified by this Agreement), the Investor Released Parties have no other liabilities or obligations, of any kind or nature, owed to release obligations the Company Releasing Parties, in connection with or relating to the Company Released Claims or otherwise. c. The Investor acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Investor hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Investor agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Investor acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally. d. The Investor further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Investor agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Investor acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Investor fails to comply with this Section 2(d), then the Company, at the Company’s sole discretion, may declare this Agreement null and void and of no further force or effect. e. The Company acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Company hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Company agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Company acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally. f. The Company further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Company agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Company acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Company fails to comply with this Section 2(f), then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void. g. If (i) the Company fails to comply with Section 1(c) or 1(m) of this Agreement at any time on or after the Effective Date, or (ii) an event of default occurs under Section 3.2, 3.5, 3.7, or 3.8 of any of the Notes, then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void.

Mutual Release. Upon completion Notwithstanding anything else in this Agreement to the contrary, and except for Persistence's reservation of all claims arising directly out of JavaBlend Source Code Licensing (in the event that the parties are unsuccessful in achieving a mutually agreeable source code license for JavaBlend Source Code Licensing pursuant to Section 2.3 hereof), each of the requirement contained in Section 2 hereof, the Partiesparties, on behalf of themselves itself and their respective direct or indirect predecessorsits attorneys, successorsagents, parent companiesofficers, shareholders, directors, employees, subsidiaries, affiliates, divisions, subsidiariessuccessors and assigns, hereby fully and forever releases the other party, its attorneys, agents, officers, shareholders, directors, employees, subsidiaries, affiliates, subrogeesdivisions, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns successors and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”)customers, of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of moneyliens, accounts, covenants, controversiescontracts, agreements, promises, losses, damagescosts and expenses (including without limitation court costs and reasonable attorneys' fees), ordersclaims, judgmentsdemands, professional liability actions, obligations, liabilities and demands damages of any every kind and nature whatsoever, in law or in equity, whether known or unknown, of which either party or any kindperson acting under it, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, may now have, may have, may or claim at any future time to have, arising from, or may hereafter have based in whole or claim in part upon, any act, omission, event, transaction, matter or thing involved, alleged or referred to, directly or indirectly, related to havethe SunSoft/Persistence Relationship, against the other Party, from Sun Patents and the beginning of time up to and including the date hereofPersistence Patents ("Released Matters"). The releases contained Notwithstanding anything else in this Agreement shall not operate to release obligations under the contrary, and except for Persistence's reservation of all claims arising directly out of JavaBlend Source Code Licensing (in the event that the parties are unsuccessful in achieving a mutually agreeable source code license for JavaBlend Source Code Licensing pursuant to Section 2.3 hereof), the parties specifically covenant never to institute or to participate in any suit or action, at law or in equity, against each other by reason of any claim, demand, action or cause of action described in this AgreementSection 4.

Mutual Release. Upon completion 1 The right to revoke referenced throughout this form of Agreement shall only be operative if the Company has 20 or more employees at the time such Agreement is executed. If the Company does not have 20+ employees at that time, the Agreement shall be modified accordingly to delete such provisions. 2 Specifics to be inserted at the time of separation in accordance with Paragraph 6 of the requirement contained Employment Agreement, as applicable. (a) In consideration of the compensation and benefits set forth in Section 2 3 hereof, to the Partiesfullest extent permitted by law the Executive waives, on behalf releases, and forever discharges the Company and each of themselves its past and current parents, subsidiaries, affiliates, and each of its and their respective direct or indirect predecessorspast and current directors, successorsofficers, parent companiesmembers, divisionstrustees, subsidiariesinvestors, employees, representatives, agents, affiliatesattorneys, subrogeesemployee benefit plans and such plans’ administrators, insurersfiduciaries, trustees, trustsrecordkeepers and service providers, administrators, representatives, personal representatives, legal representatives, transferees, assigns and each of its and their respective successors in interest of and assigns, each and any firm, trust, corporation, partnership, all of them in their personal and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing representative capacities (collectively, in such capacity, collectively the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Company Releasees”), of and ) from any and all federalclaims legally capable of being waived, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)agreements, causes of action, complaintsattorneys’ fees, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, lossescosts, damages, ordersor any right to any monetary recovery or any other personal relief, judgments, professional liability actions, and demands of any nature whatsoeverwhether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which the Executive now has, ever has had, or may hereafter have, whether known or unknownunknown to the Executive, arising at any time up to the date of execution of this Agreement, arising out of or relating in any kindway to the Executive’s employment with the Company or the termination thereof. (b) Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to,3[the Age Discrimination in Employment Act (“ADEA”) (29 U.S.C. Section 621, et seq.)], 42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Family and Medical Leave Act of 1993, the New York State WARN Act, the New York State Executive Law, including its Human Rights Law, the New York City Administrative Code, including its Human Rights Law, the New York State Constitution, the New York Labor Law (including any applicable regulations and/or wage orders), any federal, state, local, and/or municipal statute, law, amendment, directive, order, and/or regulation enacted in response to the COVID-19 pandemic, and any other federal, state, or local statutes, common law, or regulation, including any and all amendments to the foregoing, as well as any claim or right under the Executive’s Employment Agreement (unless specifically incorporated by reference herein). (c) Executive hereby represents and warrants that Executive is not aware of any claims Executive has or might have against any of the Company Releasees that are not included in the release of claims in Section 4(a). Moreover, Executive acknowledges that Executive has not made any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment, or sexual assault or abuse. (d) Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Executive of, or prevents the Executive from making or asserting: (i) any claim or right the Executive may have under COBRA; (ii) any claim or right the Executive may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to accrued or vested benefits under any employee benefit 3 This list of statutes to be modified as applicable at the time of separation. plan; (iv) any claim for indemnity and/or advancement of expenses the Executive may have against the Company as a former officer and director of the Company or pursuant to any indemnification agreement covering the undersigned; (v) any medical claim incurred during the Executive’s employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any claim with respect to outstanding equity based awards (including stock options, restricted stock, restricted stock units, phantom equity or other legal forms equity based awards) held by the Executive; (vii) any claim or right that may arise after the execution of action this Agreement; (viii) any claim or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that right the Parties ever had, now have, Executive may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement; or (ix) any claim that is not otherwise able to be waived under applicable law. (e) In addition, nothing herein shall prevent the Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state fair employment practices agency or interfere with the Executive’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that pursuant to Section 4(a), the Executive is waiving any right to recover monetary damages or any other form of personal relief from the Company Releasees to the extent any such charge, complaint, investigation or proceeding asserts a claim subject to the release in Section 4(a) above. To the extent the Executive receives any such personal or monetary relief in connection with any such charge, complaint, investigation or proceeding, the Company will be entitled to an offset for the payment made pursuant to Section 3 of this Agreement.

Mutual Release. Upon completion ▇. ▇▇▇▇▇▇▇▇▇ hereby covenants not to ▇▇▇, releases and forever discharges ATA Holdings, ATA Airlines and each other member of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnershipATA Group, and the respective consultants, employees, legal counsel, officers, directors, managersemployees, shareholdersagents, stockholders, owners successors and assigns of any each member of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and ATA Group from any and all claims, liabilities, demands, actions and causes of action of every nature, kind and character, known and unknown, which have or may have arisen or accrued to Mikelsons by reason of Mikelsons’ employment by or service for ATA Holdings or any other member of the ATA Group, including, without limitation, any and all claims that the retirement and termination of Mikelsons’ employment and/or resignation of Mikelsons’ board directorships resulted from a violation or breach of any federal, state, localor local statute, foreign regulation, ordinance, or common law, or any contract, any charges or claims regarding possible discrimination (based on age, race, national origin, ethnic background, sex, disability, religion), wrongful termination, or express or implied contract, any and all claims for salary, vacation pay, fringe benefits, bonuses, severance pay, profit sharing benefits, costs and attorneys’ fees and any other jurisdiction’s statutory or common law claims (including and all claims for contribution and indemnification)other compensation, causes of actionbenefits, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law damages or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to actfees, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, not any of such claims have been or may hereafter could have or claim to have, against the other Party, from the beginning of been asserted by Mikelsons at any time up to and including the date hereof. The releases contained in Chair Retirement Date, excepting only: (1) any claims, liabilities, demands, actions and causes of action which may arise under this Agreement shall or the Non-Compete Agreement as the result of the failure of any member of the ATA Group to perform under, or any breach of, this Agreement or the Non-Compete Agreement; (2) any claims for indemnification which may arise under the Articles of Incorporation or by-laws of any member of the ATA Group; (3) any outstanding and properly documented expense reports that have not operate been reimbursed as of the Severance Date, or with respect to release obligations outstanding and properly documented expense reports in connection with Mikelsons’ continuing service as non-executive Chairman of the Board of ATA Holdings, reimbursed as of the Chair Retirement Date; (4) any benefits claims (not including any bonus or bonus claims) outstanding on the Severance Date that have not been reimbursed (consistent with the provisions of the applicable benefits plans); and (5) all other amounts to which Mikelsons is entitled under any retirement savings plan administered by any member of the ATA Group. Mikelsons agrees to indemnify and hold harmless each member of the ATA Group, and the officers, directors, employees, agents, successors and assigns of each member of the ATA Group, from and against any and all claims, demands, damages, liabilities, obligations, costs, expenses, attorneys fees’, actions, causes of action and/or claims for relief arising from any demand, claim or action released herein or in connection with any lawsuit, action or other proceeding initiated or prosecuted contrary to the provisions of this Agreement. Further, with particularity with respect to any claim based on alleged age discrimination: (i) Mikelsons acknowledges that the ATA Group has advised him that his employment with the ATA Group was covered by the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et. seq.), as amended (commonly referred to as the “ADEA”); (ii) Mikelsons acknowledges that the ATA Group has advised him by this writing to consult with an attorney prior to signing this Agreement and that he has done so; (iii) Mikelsons acknowledges in exchange for this waiver he is receiving consideration beyond what he would otherwise be entitled to under any contract or employee benefit plan; (iv) Mikelsons acknowledges that the ATA Group has advised him that under the ADEA he has up to twenty-one (21) days to consider and accept this Agreement by signing and returning this Agreement to the ATA Group; and (v) Mikelsons acknowledges that the ATA Group has advised him that for a period of seven (7) days following Mikelsons’ signing of this Agreement, Mikelsons’ may revoke this Agreement by written notice to the ATA Group. This Agreement will not become binding and enforceable until the 7-day revocation period has expired. b. Each member of the ATA Group, respectively, hereby covenants not to ▇▇▇, releases and forever discharges Mikelsons and his heirs, successors and assigns from any and all claims, liabilities, demands, actions and causes of action of every nature, kind and character, known and unknown, costs and attorneys’ fees, which have or may have arisen or accrued to any member of the ATA Group in connection with any act or omission relating to Mikelsons’ employment by or service for any member of the ATA Group, including, without limitation, his services as a fiduciary in connection with any employee benefit plan, and Mikelsons’ service as a member of the board of directors of any member of the ATA Group, whether or not any of such claims have been or could have been asserted by any or each member of the ATA Group at any time up to and including the Chair Retirement Date, excepting only (1) any claims, liabilities, demands, actions and causes of action which may arise as the result of the failure of Mikelsons to perform under, or any breach of, this Agreement or the Non-Compete Agreement and (2) the JGM Obligations. Each member of the ATA Group, respectively, agrees to indemnify and hold harmless Mikelsons and his heirs, successors and assigns, from and against any and all claims, demands, damages, liabilities, obligations, costs, expenses, attorneys fees’, actions, causes of action and/or claims for relief arising from any demand, claim or action released herein or in connection with any lawsuit, action or other proceeding initiated or prosecuted contrary to the provisions of this Agreement. ▇. ▇▇▇▇▇▇▇▇▇ hereby represents and covenants that he (i) has not, on or prior to the date of this Agreement, transferred or assigned any claim, demand, action or cause of action against any member of the ATA Group that he has released and discharged under Section 10(a) hereof and (ii) will not, subsequent to the date of this Agreement, transfer or assign any claim, demand, action or cause of action against any member of the ATA Group that he has released and discharged under Section 10(a) hereof. Each member of the ATA Group, respectively, hereby represents and covenants that none of them (i) has, on or prior to the date of this Agreement, transferred or assigned any claim, demand, action or cause of action against Mikelsons that it has released and discharged under Section 10(b) hereof and (ii) will, subsequent to the date of this Agreement, transfer or assign any claim, demand, action or cause of action against Mikelsons that it has released and discharged under Section 10(b) hereof.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties(a) Sellers and RFFG, on behalf of themselves and all persons claiming by or through them, including, without limitation, any of their respective direct or indirect predecessorsofficers, successorsemployees, parent companiesdirectors, divisionsshareholders, agents, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representativesheirs, personal representatives, legal representativessuccessors and assigns, transfereesor any other person, assigns firm or entity directly or indirectly controlling, controlled by or affiliated with any or all of them (collectively, the “RFFG Group”), hereby releases and forever discharges Buyer and Parent and their respective officers, employees, directors, shareholders, agents, subsidiaries, affiliates, successors in interest of and assigns, and any firmother person, trustfirm or entity directly or indirectly controlling, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners controlled by or affiliated with any or all of any of the foregoing them (collectively, in such capacity, the “ReleasorsGEE Group”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federallosses, stateclaims, localdamages, foreign and any other jurisdiction’s statutory demands, lawsuits, actions or common law claims (including claims for contribution and indemnification), causes of action, complaintsand/or liabilities (collectively, actions“Losses”) that any or all of the RFFG Group now has, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever has had, now have, may have, may claim to have, or may hereafter have against any member of the GEE Group, of whatever kind or claim to havedescription whatsoever, against whether arising out of tort, contract, common law, statute, or otherwise, in law or in equity, based on, arising out of, or in connection with the other PartyRFFG Claims or the Earnout Payments. These claims and causes of action, if any, from which the beginning RFFG Group releases the GEE Group include, but are not limited to, any claims for reasonable counsel fees and costs and any action sounding in tort, contract, and discrimination of time up to and including any kind, except as such waiver is prohibited by law. To be clear, the date hereof. The releases contained in this Agreement shall RFFG Group is not operate to release releasing the GEE Group from any of the GEE Group’s obligations under this Amendment. (b) The GEE Group hereby releases and forever discharges the RFFG Group, from any and all Losses that any or all of the GEE Group now has, has had, or may hereafter have against any member of the RFFG Group, of whatever kind or description whatsoever, whether arising out of tort, contract, common law, statute, or otherwise, in law or in equity, based on, arising out of, or in connection with the Forbearance Payments, the Prior Payments, BMPS BWC Lien, the Unpaid Management Fees, the Management Agreement Offset Amount and the payment obligations under the Management Agreement. These claims and causes of action, if any, from which the GEE Group releases the RFFG Group include, but are not limited to, any claims for reasonable counsel fees and costs and any action sounding in tort, contract, and discrimination of any kind, except as such waiver is prohibited by law. To be clear, the GEE Group is not releasing the RFFG Group from any of the RFFG Group’s obligations under this Amendment, or from any Losses related to the ODJFS Matter or the RFFG Litigation Matters.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the PartiesEmployee, on behalf of themselves himself and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representativeshis heirs, personal representatives, legal representativessuccessors and assigns (the "Employee Parties"), transferees, assigns hereby releases and successors in interest of assignsforever discharges the Company and its Affiliates, and any firm, trust, corporation, partnership, each and the every one of their respective consultants, employees, legal counsel, present and former officers, directors, managersagents, employees, shareholders, stockholdersowners, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assignspredecessors, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership assigns (collectively, in such capacity, the “Releasees”"Company Parties"), of and from any and all federalclaims, statedemands, local, foreign actions and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands action of any nature whatsoeverkind ("Claims") that he has or may have by reason of anything done or omitted to be done up to the Date of this Agreement. The Claims released hereby include but are not limited to (i) any and all Claims related to Employee's employment with the Company and the termination of same, including any Claims under the Employment Agreement (ii) any and all Claims by Employee for additional compensation or benefits other than the compensation and benefits set forth in law this Agreement, including but not limited to wages, commissions, deferred and incentive compensation, bonuses, or equity, known or unknown, other benefits of any kind, (iii) any and all Claims relating to employment practices or policies of the Company or any of its Affiliates, and (iv) any and all Claims arising under any state or federal legislation (including, but not limited to, claims Claims under the Employee Retirement Income Security Act, the Family Medical Leave Act, and Claims of employment discrimination under Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, or any act relating to military service). This mutual release shall not apply to acts defined as violations of federal, state, or local criminal statutes or ordinances. (a) The Company, on behalf of itself and each other legal forms Company Party, hereby releases and forever discharges each and every one of action or the Employee Parties of and from any and all Claims that it or any other conductCompany Party has or may have by reason of anything done or omitted to be done up to the Date of this Agreement, actwith the exception of claims resulting from acts involving Employee's willful misconduct, omission gross negligence, and any acts defined as violations of federal, state or failure local criminal statutes or ordinance. It is understood and agreed that this release does not apply to actany Claims under or arising out of this Agreement or the Consulting Agreement or Claims by Employee for indemnification which Employee may be entitled to from the Company or its Affiliates, whether negligentpursuant to that certain Indemnification Agreement between the Company and Executive dated as of December 17, intentional, with 2001 or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementotherwise.

Mutual Release. Upon completion (a) Release by the Executive. (i) The Executive knowingly and voluntarily releases and forever discharges the Company and the Company's parents, subsidiaries and affiliates, together with all of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns successors and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing in their capacity as a shareholder or agent of the Company (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “"Releasees”), of and ") from any and all federalclaims, statecharges, localcomplaints, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)promises, agreements, controversies, liens, demands, causes of action, complaintsobligations, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, damages and demands liabilities of any nature whatsoever, in law or equity, known or unknown, of any kindsuspected or unsuspected, includingwhich against them the Executive or his executors, but not limited toadministrators, claims successors or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties assigns ever had, now have, may have, may claim to have, or may hereafter have or claim to havehave against any of the Releasees by reason of any matter, against cause or thing whatsoever arising on or before the other PartySeparation Date and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Release"). The Release includes, from without limitation, any rights or claims relating in any way to the beginning Executive's employment relationship with the Company or any of time up to and the Releasees, or the termination thereof, or arising under any statute or regulation, including the date hereof. The releases contained Age Discrimination in this Agreement Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and the Executive. (ii) Nothing herein shall not operate be deemed to release obligations any of the Executive's rights under this Agreement. (iii) The Executive represents that the Company has advised him to consult with an attorney of his choosing prior to signing this Agreement. The Executive further represents that he understands and agrees that he has the right and has in fact reviewed this Agreement and, specifically, the Release, with an attorney of the Executive's choice. The Executive further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and that the Executive is under no obligation to consent to the Release, and that he has entered into this Agreement freely and voluntarily. (iv) THE EXECUTIVE SHALL HAVE 21 DAYS TO CONSIDER THIS AGREEMENT AND ONCE HE HAS SIGNED THIS AGREEMENT, THE EXECUTIVE SHALL HAVE SEVEN ADDITIONAL DAYS FROM THE DATE OF EXECUTION TO REVOKE HIS CONSENT TO THE RELEASE SET FORTH ABOVE. Any such revocation shall be made by delivering written notification to the Chairman of the Board of Directors of the Company and the Chairman of the Audit Committee of the Board of Directors of the Company. In the event that the Executive revokes his Release, all the terms of the other sections and subsections of this Agreement, other than Section 1(a) hereof, shall be null and void and shall not become effective. If no such revocation occurs, the Release and this Agreement shall become effective as of the eighth day after the date the Executive signs this Agreement.

Mutual Release. Upon completion Landlord and (subject to Tenant’s timely satisfaction of each of the requirement contained in Section 2 hereofterms and conditions of, and the Partiestimely performance by Tenant of its duties and obligations under, on behalf this Agreement) Tenant, and each of themselves and their respective direct or indirect predecessors, successorssuccessors and assigns, their subsidiaries, parent companiesand affiliated entities, divisions, subsidiariesand each of their respective employees, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counseldirectors, officers, directorsshareholders and partners, managersas applicable and as the case may be, shareholdersare each hereby absolutely, stockholdersirrevocably, owners of any of the foregoing (collectivelyunconditionally, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit fully and forever discharge RELEASED and FOREVER DISCHARGED of and from their respective duties and obligations to observe and perform the other Party several covenants, conditions and agreements in, under and pursuant to the Lease on their agentsrespective parts to be observed and performed, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federalclaims, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, ordersawards, warranties (express or implied), liabilities, obligations, liens, judgments, professional liability actionslosses, obligations, executions, claims, demands, fees, costs and demands expenses of any every kind, nature and character whatsoever, in law 4892-9003-3038, v. 3 or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, and sounding in contract or in tort (each, a "Claim" and collectively, the "Claims"), which either party ever had, now has or which they hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, in any way existing or arising from, under, arising out of, attributable to, or resulting from the Lease, the Premises or the Building; provided, however, in no event shall the foregoing provisions release or discharge (or be deemed in any manner to have released and discharged): (a) Tenant from any Claims, of any kind, nature or character, known or unknown, accruing to or for the benefit of Landlord subsequent to the Effective Date and prior to such time as Tenant actually surrenders possession of the Premises to Landlord in accordance with Paragraph 5 above and arising out of (i) the acts or omissions on the part of Tenant, its employees, agents or contractors, in connection with the use or occupancy of the Premises or the Building, or (ii) Tenant’s breach of any obligation, covenant or agreement to be observed or performed by Tenant under the Lease or pursuant to this Agreement, including, without limitation, Tenant’s failure to surrender the Premises in accordance with the terms and provisions of the Lease and this Agreement; (b) either party from any Claims, of any kind, includingnature or character, but not limited toknown or unknown, claims accruing to or for the benefit of Landlord or Tenant, and arising in connection with the other legal forms party's breach of action its representations and warranties made hereunder or in the Lease, regardless of when the same accrues (whether before or after the Effective Date or Cancellation Date); or (c) Tenant from its obligations to indemnify Landlord for matters set forth in the Lease and in this Agreement, regardless of when such obligation accrues (whether before or after the Effective Date or Cancellation Date), all of which expressly survive termination of the Lease. Notwithstanding the immediately preceding sentence, ▇▇▇▇▇▇ hereby agrees to defend, indemnify and hold Landlord harmless under Section 18 of the Lease from and against any other conduct, act, omission and all Claims incurred or suffered by Landlord due to Tenant’s failure to act, whether negligent, intentional, with timely surrender the Premises to Landlord on or without malice, that before the Parties ever had, now have, may have, may claim Cancellation Date as required pursuant to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this AgreementParagraph 5 above.

Mutual Release. Upon completion of Except as otherwise specifically provided to the requirement contained contrary in Section 2 hereofthis Agreement, the PartiesRich, on behalf of the one hand, and Elite, on the other hand, for themselves and for their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assignsaffiliated entities, subrogeesparents, insurers, trustees, trusts, administrators, fiduciaries and representativessubsidiaries, legal representatives, personal representatives heirs and executors for and in consideration of the agreements contained in this Agreement, hereby forever release, acquit, remise, quitclaim, and discharge each other, and their affiliated entities, parents, subsidiaries, successors, assigns, legal representatives, heirs, executors and benefit plans (except with respect to any firmvested benefit), trustand the officers, corporation or partnership (collectivelydirectors, in such capacity, the “Releasees”)employees and agents thereof, of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, lossesdemands, damages, orderscosts, judgmentsexpenses, professional liability actions, attorney's fees and demands all other obligations of any type and nature whatsoever, from, on account of, or in law or equity, known or unknown, any way arising out of any kindclaims, matters, contracts, relationships or employment whether existing now or at any time in the past, other than (a) claims arising from or relating to the enforcement of this Agreement, (b) rights of ownership of any capital stock of BSI now or hereafter held by Rich, (c) rights under any option agreement between BSI and Rich, (d) rights with respect to Elite's obligation to defend and indemnify Rich in accordance with the provisions of Elite's Articles of Incorporation and by-laws, or any other indemnification agreement or laws, and (e) rights, if any, as an insured party under any policy of insurance covering directors or officers of BSI's subsidiaries. Except as otherwise specifically provided to the contrary in this Agreement, it is agreed and covenanted that this Release covers all claims which the parties may have had, may now have or could have relating to any matter, cause or thing whatsoever occurring prior to the Effective Date, specifically including, but not limited to all claims or demands arising out of or relating to Rich's relationship with Elite as an employee, officer and director, including, but not limited to, all claims which Rich has had or other legal forms now has and which could have been asserted under local, state or federal statute or law with respect to all matters concerning or arising out of action Rich's relationships with Elite as an employee, officer or from director, including specifically, but not limited to, any other conductand all claims under or for breach of fiduciary duty, actbreach of contract, omission or failure to actfraud, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement.negligent misrepresentation,

Mutual Release. Upon completion of the requirement contained (a) Except as provided for in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively6, in such capacityreturn for the payments made and benefits to be extended to ▇▇▇▇▇▇ pursuant to this Agreement and other good and valuable consideration, which ▇▇▇▇▇▇ expressly acknowledges that he would not otherwise be entitled to receive, ▇▇▇▇▇▇ does hereby unconditionally release the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and Company from any and all actions, claims, suits, rights, liabilities, or demands of any kind or nature (each such action, claim, suit, right, liability or demand being hereinafter individually referred to as a “Claim” and collectively referred to as “Claims”) that ▇▇▇▇▇▇ has ever had or might hereafter claim to have against the Company, including, but not limited to: (i) any and all claims in connection with (A) ▇▇▇▇▇▇’▇ employment relationship with the Company, (B) the terms and conditions of such employment relationship (including compensation and benefits), or (C) the ending of such employment relationship and the surrounding circumstances thereof, and (ii) any and all claims arising pursuant to any law, constitution, regulation, or any statute or common law theory, whether in tort, contract, equity, or otherwise. Without limiting the generality of the foregoing, ▇▇▇▇▇▇ specifically releases, acquits, discharges, and agrees to hold the Company harmless from and against any and all Claims (i) arising under the Fair Labor Standards Act; the Civil Rights Acts of 1866, 1964, and 1991; the Age Discrimination in Employment Act; the Older Worker Benefit Protection Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the fair employment practice laws of any state (which acts and laws prohibit discrimination based upon race, religion, sex, national origin, color, age, handicap, and disability); the Employee Retirement Income Security Act of 1974, as amended: the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; and any state or local minimum wage or equal pay law, regulation or ordinance; or (ii) arising under federal, state, localor local laws or regulations, foreign and or any other jurisdiction’s statutory or common law theories of recovery. This Agreement shall not apply to rights or claims that may arise after the effective date of this Agreement, nor shall any provision of this Agreement be interpreted to waive, release, or extinguish any rights that by express and unequivocal terms of law may not under any circumstances be waived, released, or extinguished. ▇▇▇▇▇▇ further agrees not to ▇▇▇ or to authorize anyone else to file a lawsuit on his behalf against the Company for any reason, and not to become a member of any class suing the Company. If ▇▇▇▇▇▇ files any action, suit, or proceeding with respect to any Claim released by him herein (including claims for contribution and indemnificationor if a Claim so released is filed on ▇▇▇▇▇▇'▇ behalf by another person), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of ▇▇▇▇▇▇ agrees to indemnify the Company against any nature whatsoever, in law damages or equity, known or unknown, of any kindjudgments arising therefrom, including, but not limited to, claims expenses of litigation and attorneys’ fees incurred by the Company with respect to any such action, suit, or proceeding. Further, ▇▇▇▇▇▇ agrees that a mandatory prerequisite to asserting any claim settled or released under this Agreement is the return of all payments made pursuant to this Agreement and all other legal forms consideration received by him in connection herewith. (b) Allegiant Travel Company (on behalf of action itself and its subsidiaries) hereby unconditionally releases, acquits, discharges, and agrees to hold ▇▇▇▇▇▇ harmless from and against any and all Claims that it has ever had or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may might hereafter claim to have, or may hereafter have or claim to have, had against the other Party, from the beginning ▇▇▇▇▇▇ as of time up to and including the date hereof. The releases contained in of this Agreement shall not operate to release except for any claims resulting from ▇▇▇▇▇▇’▇ Improper Acts, except for the restrictive covenants and confidential information restrictions incorporated into this Agreement and except for other obligations under this Agreement. If the Company files any action, suit, or proceeding with respect to any Claim released by it herein (or if a Claim so released is filed on its behalf by another person), the Company agrees to indemnify ▇▇▇▇▇▇ against any damages or judgments arising therefrom, including, but not limited to, expenses of litigation and attorneys’ fees incurred by ▇▇▇▇▇▇ with respect to any such action, suit, or proceeding.

Mutual Release. Upon completion of the requirement contained in (a) Subject to Section 2 9(b) hereof, the Parties: (i) The Executive, on behalf of themselves himself and his successors, assigns, heirs and any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge the Company and the other Affiliated Entities and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managersemployees, shareholders, stockholderslegal advisers and accountants, owners and each of any of the foregoing (collectivelythem, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees and expenses), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not limited to, any claims based on, arising out of, related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any manner arising out of, related to or connected with the Executive's employment with, or termination of employment from, the Company and any other Affiliated Entity, including, but not limited to, any claims arising from rights under federal, state, localand local laws prohibiting discrimination on the basis of race, foreign national origin, sex, religion, age, marital status, handicap, ancestry, sexual orientation, or any other form of discrimination, and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or other legal forms current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of action or from emotional distress, breach of fiduciary duty, and any other conductcommon law claim of any kind whatever. (ii) The Executive expressly waives any and all rights under any applicable law with respect to claims that he does not know or suspect to exist in his favor at the time of executing this Agreement, acteven though, omission if known by him, such claims may have materially affected his settlement with the Company. (iii) In addition to the release set forth above in this Section 9, the Executive hereby voluntarily and knowingly waives all rights or failure claims arising under the Federal Age Discrimination in Employment Act. This waiver is given only in exchange for consideration in addition to act, whether negligent, intentional, with anything of value to which the Executive would have been entitled absent this Agreement. Such waiver does not waive rights or without malice, that the Parties ever had, now have, claims which may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including arise after the date hereofof execution of this Agreement. The releases contained Executive acknowledges that: (A) this entire Agreement is written in a manner calculated to be understood by him; (B) he has been advised to consult with an attorney before executing this Agreement; (C) he was given a period of twenty-one days within which to consider this Agreement; and (D) to the extent he executes this Agreement before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this Agreement during a period of seven days following his execution of this Agreement, and this Agreement shall not operate become effective, and no money shall be paid under Section 3 hereof, until the day after the expiration of such seven-day period (the "Revocation Date"). The seven-day period of revocation shall commence upon the date of execution of this Agreement. In order to revoke this Agreement, the Executive shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this Agreement shall be null and void and of no further force or effect. (b) Notwithstanding anything to the contrary herein, nothing herein shall be deemed to release obligations the Company or any other person or entity in respect of (i) the Executive's rights (including the rights of those entitled to claim through him) (A) under this Agreement or with respect to any breach of this Agreement by the Company, (B) to indemnification or insurance pursuant to the certificate or incorporation or by-laws of the Company or any other Affiliated Entity or otherwise pursuant to law, or (C) to vested benefits under any plans maintained by the Company or any of the Affiliated Entities or (ii) any claim the Executive (or anyone claiming on his behalf) pursues against any person or entity who or which has brought any claim, or on whose behalf a claim has been brought, against or with respect to the Executive. (c) Subject to Section 9(d) hereof: (i) The Company, on behalf of itself and the other Affiliated Entities, their respective successors and assigns, and any and all other persons claiming through any Affiliated Entity, and each of them, shall and does hereby forever relieve, release, and discharge the Executive and his successors, assigns, and heirs, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees and expenses), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not limited to, any claims based on, arising out of, related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any manner arising out of, related to or connected with the Executive's employment with, or termination of employment from, the Company and any other Affiliated Entity, including, but not limited to, statutory and common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Notwithstanding the preceding sentence, and without limiting the Executive's rights to indemnification, if a judicial or regulatory body determination is made or the Company's Board of Directors or the Audit Committee thereof reasonably concludes, in good faith, that the Executive engaged in criminal or fraudulent conduct or intentionally or recklessly committed an illegal act in performing his employment duties with the Company or any other Affiliated Entity, then the Company shall not be barred from bringing a claim against the Executive relating to such criminal or fraudulent conduct or intentional or reckless illegal act. (ii) The Company expressly waives any and all rights under any applicable law with respect to claims that it does not know or suspect to exist in its favor at the time of executing this release, even though if known by it, such claims may have materially affected its settlement with the Executive. (d) Notwithstanding anything to the contrary herein, nothing herein shall be deemed to release the Executive in respect of the Company's rights under this Agreement or with respect to any breach of this Agreement by the Executive.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof(a) Each Party, the Partiesfor itself and its past and present Affiliates, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns successors and successors in interest of assigns, and any firmthe directors, trust, corporation, partnership, and the respective consultantsofficers, employees, legal counsel, officers, directors, managers, shareholders, stockholdersmembers, partners and other equity owners and holders and representatives of any each of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, does hereby remise, release, acquit release and forever discharge the other Party Party, the past and present Affiliates of such other Party, their agentsrespective successors and assigns, transfereesand the directors, consultantsofficers, employees, legal counselshareholders, successorsmembers, assigns, successors in interest partners and other equity owners and holders and representatives of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership each of the foregoing (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promisesdamages, losses, damagesliabilities, orderscosts, judgmentsexpenses, professional liability actionsfees, invoices, accounts receivable, interest, indebtedness, obligations, liens, claims and demands of any nature whatsoever, in law or equitywhatever kind, known or unknown, of any kindforeseeable or unforeseeable, includingliquidated or unliquidated, but not limited toin law or in equity, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that which the Parties Releasors ever had, now havehave or hereafter can, shall or may havehave against the Releasees, may claim to havefor, by reason of, or may hereafter have arising out of, any performance, breach or claim to have, against alleged breach of the other Party, from the beginning of time up Original Agreement to and including the date hereof. The releases contained in Termination Effective Date; provided, however, that this Agreement release does not, and shall not operate be construed to, apply to release obligations under any Surviving Claims (defined below). (b) As used herein, the term “Surviving Claims” means any causes of action, actions, suits, damages, losses, liabilities, costs, expenses, fees, invoices, accounts receivable, interest, indebtedness, obligations, liens, claims and demands arising out of any of the provisions of the Original Agreement which survive the termination of the Original Agreement pursuant to Section 3 of this Termination Agreement, including arising out of any breach of, or any other failure to observe or perform, any of such surviving provisions of the Original Agreement, but only with respect to such breaches or failures that occur after the Termination Effective Date. For clarity, any claims related to the Compassionate Use for which KKC is liable hereunder are Surviving Claims to the extent applicable.

Mutual Release. Upon completion a. Except for obligations arising out of the requirement contained in Section 2 hereofthis Agreement, the PartiesEmployee, himself and on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, his agents, affiliatesheirs, subrogeesbeneficiaries, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns successors and successors in interest of assigns, and any firm, trust, corporation, partnershippast or present, and the respective consultantsCompany (collectively the “Employee Parties”) do hereby release, acquit, satisfy and forever discharge LSU, its agents, board members, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing successors and assigns (collectively, in such capacity, the “ReleasorsEmployer Parties”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actions, suits, defensesrights, debts, sums of moneymonies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, of whatever kind and demands of any nature whatsoever, in law or equity, equity or otherwise whether now known or unknownunknown (collectively, the “Claims”), which the Employee Parties ever had, now have, or may have had against any of the Employer Parties, for any kind, reason (including, but not limited to, claims all Claims relating to the 2020 Employment Agreement) from the beginning of time up through and including this date. In furtherance of the foregoing, each of the releasing parties irrevocably covenants to refrain from, directly or other legal forms indirectly, asserting any Claims, or commencing, instituting or causing to be commenced, any proceeding of action or any kind against any of the Employer Parties with respect to any of the matters within the scope of the foregoing release. b. Except for the obligations arising out of this Agreement, the Employer Parties do hereby release, acquit, satisfy and forever discharge, the Employee Parties, from any other conductand all actions, actcauses of action, omission claims, rights, debts, sums of monies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, promises, damages, of whatever kind and nature in law 37 Termination Agreement, October 18, 2021, on file with Author. or failure to actequity or otherwise (collectively, whether negligentthe “Claims”), intentional, with or without malice, that which the Employer Parties ever had, now have, may have, may claim to have, or may hereafter have or claim had against any of the Employee Parties, for any reason (including, but not limited to, all Claims relating to have, against the other Party, 2020 Employment Agreement) from the beginning of time up to through and including this date. In furtherance of the date hereof. The releases contained in this Agreement shall not operate foregoing, each of the releasing parties irrevocably covenants to release obligations under this Agreement.refrain from, directly or indirectly, asserting any Claims, or commencing, instating or causing to be commenced, any proceeding of any kind against any of the Employee Parties with respect to any of the matters within the scope of the foregoing release.38 In December of 2021, ▇▇▇▇▇ ▇▇▇▇▇ was introduced as the 34th head coach of the LSU Football Program.39 It has been reported that it took a 10 year, $95 million contract to lure ▇▇▇▇▇ from Notre Dame to LSU.40

Mutual Release. Upon completion In connection with the execution of the requirement contained in Section 2 hereofthis Agreement, the PartiesExecutive, on behalf of themselves Executive, Executive’s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their respective direct or indirect predecessorstrustees, successorsdirectors, parent companiesofficers, divisionsmembers, subsidiariesmanagers, partners, agents, affiliates, subrogeesattorneys, insurers, trusteesemployees, trusts, administratorsstockholders, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and successors, past and present (and including, without limitation, any firm, trust, corporation, partnershipcurrent or former members of the Board of Directors of Society Pass Incorporated (the ”Board”)), and the respective consultantseach of them, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit hereinafter together and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, collectively referred to as the “Releasees”), of ,” with respect to and from any and all federalclaims, statewages, localdemands, foreign and any other jurisdiction’s statutory rights, liens, agreements or common law claims contracts (including claims for contribution and indemnificationwritten or oral), covenants, actions, suits, causes of action, complaints, actions, suits, defensesobligations, debts, sums of moneycosts, accountsexpenses, covenants, controversies, agreements, promises, lossesattorneys’ fees, damages, orders, judgments, professional liability actionsorders and liabilities of whatever kind or nature in law, and demands of any nature whatsoeverequity or otherwise, in law or equity, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any kindReleasee, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Agreement (the “Release”). In connection with the execution of this Agreement, the Company, on behalf its Board, subsidiaries, affiliate companies, associate companies, fully releases and discharges the Executive, from any and all liability, actions, causes of actions, and claims of any nature, whether known or unknown, in connection with Executive’s employment and all interactions, agreements, contracts, express or implied. This Mutual Release, however, does not apply to any claim which as a matter of law cannot be released, including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or other legal forms waived by law. This Mutual Release does not apply to any obligation of action the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or from its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemnification that Executive may have pursuant to the Bylaws of the Company, its Articles of Incorporation or under the Employment Agreement or any other conductwritten indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) or applicable state law with respect to any loss, actdamages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, omission officer or failure director of the Company or any of its subsidiaries or affiliates; (3) with respect to actany rights that Executive may have to insurance coverage for such losses, whether negligent, intentional, with damages or without malice, that the Parties ever had, now have, may have, may claim expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; or (4) any rights to have, payments or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations benefits under this Agreement.

Mutual Release. Upon completion of the requirement contained in Section 2 hereofExecutive, the Partiesfor himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of themselves him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and their respective direct or indirect predecessorsthe Company, successors, parent companiesits parents, divisions, subsidiaries, agents, affiliates, subrogeesand each of their past and present officers, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officersagents, directors, managersexecutives, shareholders, stockholdersindependent contractors, owners attorneys and insurers (all of any of the foregoing (collectively, in such capacity, the whom are collectively referred to as “Releasors”Company Releasers), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit fully and forever release and discharge the each other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification)actions, causes of action, complaintsclaims, actionsdemands, suitscosts and expenses, defensesincluding attorneys’ fees, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, every kind and demands of any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any kindfuture time to have, includingbased in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, such as the Fair Labor Standards Act, the Executive 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 Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state, and Executive agrees that he will not file a worker’s compensation claim asserting the existence of any such previously unreported illness, injury, or disability. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, Executive’s employment relationship with the Company, including Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims or other legal forms of action or from that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other conductprovision of this Agreement, actthis release shall not waive or in any way limit or otherwise affect Executive’s rights, omission or failure if any, to actindemnification and/or defense in connection with any claim that may be asserted against Executive as a consequence of his employment with the Executive, whether negligentsuch rights arise under the Executive’s articles of incorporation, intentionalbylaws, with insurance contracts or without maliceotherwise. Specifically, that the Parties ever hadCompany shall indemnify and hold Executive harmless, now have, may have, may claim to have, the fullest extent permitted by applicable law as it presently exists or may hereafter have be amended, in the event Executive was or claim is made or is threatened to havebe made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against the other Party, from the beginning of time up to all liability and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreementloss suffered and expenses reasonably incurred by such person.

Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties, Executive on behalf of themselves himself, his heirs, executors, administrators and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, does hereby knowingly and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, voluntarily release, acquit and forever discharge the other Party Company and their agentsany affiliates, transfereessuccessors, consultantsassigns and past, present and future directors, officers, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries trustees and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership shareholders (collectively, in such capacity, the “ReleaseesReleased Parties”), of ) from and from against any and all federalcharges, statecomplaints, localclaims, foreign and any other jurisdiction’s statutory or common law claims (including claims for cross-claims, third-party claims, counterclaims, contribution and indemnification)claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, complaints, actions, suits, defensesrights, debtsdemands, sums of money, accounts, covenants, controversies, agreements, promisescosts, losses, damages, orders, judgments, professional liability actions, debts and demands expenses of any nature whatsoever, in law or equity, known or unknown, of suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any kindtime up to and including the date thereof, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or other legal forms in any way related to Executive’s employment with the Company or its affiliates and the conclusion thereof, which Executive, or any of action or from any other conducthis heirs, actexecutors, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties administrators and assigns and affiliates and agents ever had, now have, has or at any time hereafter may have, may claim to have, own or may hereafter have or claim to have, hold against the Company or any affiliates, legal representatives, successors and assigns, past, present and future directors, officers, employees, trustees and shareholders. Executive acknowledges that in exchange for this release, the Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving all claims against the Company and its related persons arising under federal, state and local labor and antidiscrimination laws and any other Partyrestriction on the right to terminate employment, including, without limitation, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Genetic Information Nondiscrimination Act of 2008, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act and the Human Rights Laws of the State and City of New York. Nothing herein shall release any party from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations any obligation under this Agreement.. Notwithstanding anything herein to the contrary, Executive expressly reserves and does not release his rights of indemnification to which he is entitled under the Employment Agreement, or any other rights of indemnification with regard to his service as an officer and director of the Company and its subsidiaries and its affiliates and any benefit plan, or his rights to, and under, director and officer liability insurance coverage. 3 (b) EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE COMPANY FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (A) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKER’S BENEFIT PROTECTION ACT OF 1990; (B) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (C) THAT THE SEVERANCE PAYMENTS AND OTHER BENEFITS CALLED FOR IN THIS AGREEMENT WOULD NOT BE PROVIDED TO ANY EXECUTIVE TERMINATING HIS OR HER EMPLOYMENT WITH THE COMPANY WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, THAT SUCH PAYMENTS AND BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE, AND THAT THE PAYMENTS AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS RELEASE; (D) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (E) THAT THE COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (F) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (G) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE. 4