Common use of Covenant Not to Xxx Clause in Contracts

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalf.

Covenant Not to Xxx. Executive understands and agrees thatEach of the Releasing Parties hereby waives any right it may have to institute any action, claim or suit against any Released Parties or to raise any defense against any claim brought by any of the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind Released Parties against any of the Company Releasees at Releasing Parties based on any time matter directly or indirectly related to any Claim released hereunder. Each of the Releasing Parties covenants and agrees (a) not to xxx any Released Party in any court or tribunal or bring (or aid in the futureinstitution or prosecution of) any action, lawsuit or cause of action (whether by way of direct action, counterclaim, cross-claim, objection, contested matter, adversary proceeding, interpleader or otherwise) based on any matter directly or indirectly related to any Claim released hereunder, and (b) to be forever barred from asserting or bringing or aiding in the bringing of any federalsuch action, state lawsuit or municipal court, administrative agency cause of action or other tribunal, arising out of asserting any defense against any claim or action brought by any of the claims that Executive has released Released Parties based on any matter directly or indirectly related to any Claim. Nothing herein shall be construed to preclude any Released Party from enforcing the foregoing release and/or protecting its rights and waived by virtue of executing interests hereunder. If any Releasing Party breaches this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is xxx, or hereafter commences, joins In, or in any right manner seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party any of the Claims released hereunder, then said Releasing Party will pay to such Released Party, in addition to any other damages caused thereby, all costs and expenses and attorneys’ fees incurred by such Released Party in defending or otherwise responding thereto, and said Releasing Party shall indemnify the Released Party from and against any and all liability, damage, loss or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims resulting therefrom. It is the intention of the Executive parties that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service indemnity does not require payment as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, condition precedent to recovery under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfindemnity.

Covenant Not to Xxx. Executive understands hereby covenants and agrees thatthat Executive has not, and will not, file, commence or initiate any suits, grievances, demands, or causes of action against the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this Agreement. In accordance with 29 C.F.R. § 1625.23(b), this covenant not to xxx is not intended to preclude Executive from bringing a lawsuit to challenge the validity of the release language contained in this Agreement. If Executive breaches this covenant not to xxx, Executive hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Released Parties in defending against such claims, demands, or causes of action, together with such and further damages as may result, directly or indirectly, from that breach. Moreover, Executive agrees that he/she will not persuade or instruct any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Released Parties. The parties agree that this Agreement will not prevent Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”), or its equivalent state or local agencies, or otherwise participating in an administrative investigation. However, to the fullest extent permitted by law, Executive is precluded from filing or pursuing agrees to relinquish and forgo all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay, and any legal claim other damages, benefits, remedies, and relief to which Executive may be entitled as a result of any kind claim, charge, or complaint against the Released Parties and agrees to forgo and relinquish reinstatement, all back pay, front pay, and other damages, benefits, remedies, and relief that he/she could receive from claims, actions, or suits filed or charges instituted or pursued by any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, commission based upon or arising out of any of the claims matters that Executive has are released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from The Parties intend that this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive paragraph and the Company, any rights to and release of claims for indemnification or herein be construed as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service broadly as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalflawfully possible.

Covenant Not to Xxx. Executive understands Executive, for and agrees thatin consideration of the promises set forth in this Agreement and in consideration of this Agreement, hereby COVENANTS NOT TO XXX or to commence or maintain any action or proceeding against any First Indiana Group entity, or the fullest extent permitted by lawsuccessors, Executive is precluded from filing assigns, shareholders, directors, officers or pursuing any legal claim agents of any kind against such entity, or any other person who might be claimed to be liable, none of whom admit any liability, as to any and all known or unknown claims, demands, actions and causes of action which have been, or might have been, asserted by Executive as of the Company Releasees at any time in the future, date of this Agreement related in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not way to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officerofficer or employee of any First Indiana Group entity, employee or agent his resignation from his offices with any such entity pursuant to Section 1 above, of his termination of employment with any such entity as of December 31, 2006 or as of any earlier date pursuant to Section 4 above or Section 6 above. Executive further waives any right to severance pay or compensation of any kind to which he may be entitled under federal labor law. In further consideration of the Company compensation and benefits to be paid and provided to him pursuant to Section 3 above, Executive agrees that he never will institute a legal or equitable action in any State or federal court against any First Indiana Group entity, or any of its subsidiaries the other persons or affiliatesentities released herein, with respect to the matters herein resolved and settled, except to enforce or seek damages or other relief for breach of the terms of this Agreement. Executive hereby agrees that if he hereafter institutes an action against any of the released entities or persons concerning any of the claims he has released in this Agreement, and it is determined in such an action that a claim or claims brought by Executive therein are barred by his release of such claim or claims in this Agreement, he will reimburse the released persons or entities for all costs and expenses, including attorneys’ fees, reasonably incurred by them in defending against said claims. The foregoing covenant not to xxx shall not apply to any right of Executive to claim or receive indemnification and related benefits as an officer or director of FIC or FIB under their respective certificates any applicable law or FIC’s or FIB’s Articles of incorporation Incorporation or Articles of Association or Bylaws or to claim or receive insurance coverage or to be defended under any directors and bylaws, officers insurance coverage which applies to or otherwise as benefits directors or officers of First Indiana (and which FIC and FIB hereby agree to also provide to Executive for a period of seven years beginning with the Position Change Date); provided by law; (d) Executivethat the foregoing shall not limit First Indiana’s right to participate modify its directors and officers coverage from time to time so long as such changes apply to its officers and directors generally. FIC and FIB, on behalf of themselves and the other First Indiana Group entities, for and in an investigation conducted consideration of the promises set forth in this Agreement and in consideration of this Agreement, hereby COVENANT NOT TO XXX or to commence or maintain any action or proceeding against Executive, or his beneficiaries or estate, or any other person who might be claimed to be liable, none of whom admit any liability, as to any and all known or unknown claims, demands, actions and causes of action which have been, or might have been, asserted by any government agency; (e) the independent right and responsibility First Indiana Group entity as of the Equal Employment Opportunity Commission date of this Agreement related in any way to Executive’s service as a director, officer or employee of any First Indiana Group entity, or his resignation from his offices with any such entity pursuant to Section 1 above, of his termination of employment with any such entity as of December 31, 2006 or as of any earlier date pursuant to Section 5 above; provided, however, that the First Indiana Group entities specifically do not release or waive any claims relating to any personal loan or credit card debt outstanding to Executive or any claims that cannot lawfully be released by FIC or FIB, which claims are expressly reserved. In further consideration of this Agreement, FIC and FIB, on behalf of themselves and the other First Indiana Group entities, agree that no First Indiana Group entity ever will institute a legal or equitable action in any State or federal court against Executive (or his beneficiaries or estate) with respect to the “EEOC”) matters herein resolved and settled, except to enforce the law; terms of this Agreement. FIC and FIB hereby agree that if any First Indiana Group entity hereafter institutes an action against Executive (for his beneficiaries or estate) Executive’s right to seek a determination concerning any of the validity of whether his/her waiver of his/her rights under claims the ADEA was voluntary First Indiana Group entities have released in this Agreement, and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file it is determined in such an action that a charge claim or participate in an investigation or proceeding conducted claims brought by such First Indiana Group entity are barred by the EEOC release of such claim or any other federalclaims by the First Indiana Group entities in this Agreement, state FIC and FIB will reimburse Executive (or local court his beneficiaries or agencyestate) for all costs and expenses, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfincluding attorneys’ fees, reasonably incurred by them in defending against said claims.

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any Effective as of the Company Releasees Agreement Date, each of the Plaintiffs covenant not to, directly or indirectly, or through a third party, institute, reinstitute, initiate, commence, maintain, continue, file, encourage, solicit, support, participate in, collaborate in, or otherwise prosecute, now or at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of against any of the claims that Executive has released and waived by virtue BMB Defendants or any of executing the BMB Released Parties any action, lawsuit, cause of action, claim, investigation, demand, complaint, or proceeding, whether individually, derivatively, on behalf of a class, as a member of a class, or in any other capacity whatsoever, concerning the Settled Claims, whether in a court or any other Forum. However, this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any shall not apply to or affect the Receiver’s right or claim that canability to pursue recovery of the Winter Final Judgment to the maximum extent permitted by the Turnover Order, and nothing in this Agreement or the Settlement shall be construed to impair or limit the Receiver’s right or ability to pursue and collect the full amount of the Winter Final Judgment or make any recovery pursuant thereto in accordance with the terms of the Turnover Order. Effective as of the Agreement Date, each of the BMB Defendants covenant not be waived by law, including, but not limited to, (a) directly or indirectly, or through a third party, institute, reinstitute, initiate, commence, maintain, continue, file, encourage, solicit, support, participate in, collaborate in, or otherwise prosecute against any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company Plaintiffs or any of its subsidiaries or affiliatesthe Plaintiffs Released Parties any action, under their respective certificates lawsuit, cause of incorporation and bylawsaction, claim, investigation, demand, complaint, or otherwise proceeding, whether individually, derivatively, on behalf of a class, as provided by law; (d) Executive’s right to participate a member of a class, or in an investigation conducted by any government agency; (e) other capacity whatsoever, concerning the independent right and responsibility of Settled Claims, whether in a court or any other Forum. Notwithstanding the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understandsforegoing, however, that, while this Agreement does not affect his/her the Parties retain the right to file a charge or participate in an investigation or proceeding conducted by xxx for alleged breaches of this Agreement. Further, notwithstanding the EEOC or any foregoing, the Janvey Litigation, the Troice Litigation and the Casanova Litigation will remain open pending consideration and Final Approval of the Agreement (though during that time, the Janvey Litigation, the Troice Litigation and the Casanova Litigation will be stayed for all activities other federal, state or local court or agency, it does bar any claim he/she might have than those activities necessary to receive monetary damages should any agency pursue any claims on Executive’s behalfobtain approval of the Agreement).

Covenant Not to Xxx. Executive understands Employee represents that s/he has not filed any complaints, claims, charges, or actions against Millennial with any state, federal, or local agency or court, and, with the exception set forth below, that s/he will promptly withdraw and dismiss (or cause to be withdrawn and dismissed) with prejudice and without an award of attorneys’ fees or costs to any party any complaint, claim, charge, or action filed with any state, federal, or local agency or court against Millennial. Employee further agrees that, to with the fullest extent permitted exception set forth below, neither s/he nor any other person or entity may bring any complaint, claim, charge or action on his/her behalf falling within the terms of the General Release contained herein, and that, should any such complaint, claim, charge, or action be brought on his/her behalf, s/he will cooperate with Millennial and its attorneys in seeking a prompt dismissal of that complaint, claim, charge or action. The Parties agree that any breach of this provision by lawEmployee is a material breach of this Agreement for which Millennial may immediately seek legal, Executive is precluded equitable, injunctive, monetary or any other appropriate relief without the posting of a bond or any guarantee. Such relief will include damages resulting from filing or such breach and any and all attorneys’ fees and costs incurred in successfully pursuing any legal claim of any kind against any of for such breach. Notwithstanding the Company Releasees at any time in above, this Agreement does not affect the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility ability of the Equal Employment Opportunity Commission (“EEOC”), or any other state or local fair employment practices agency, to enforce applicable employment discrimination statutes. It also should not be construed as a restriction of any such agency’s right to independently take whatever actions are authorized by its enabling statute. In addition, Employee understands that nothing herein prevents him/her from filing an administrative charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) or state or local fair employment practices agency. With respect to enforce the law; (f) Executive’s right any such filing, however, Employee agrees that s/he shall not seek, accept, or be entitled to seek any monetary or other relief of any kind, whether for himself/herself individually or as a determination member of the validity of whether a class or group, arising from an EEOC Charge filed by him/her or on his/her waiver of his/her behalf. In addition, nothing herein shall be interpreted to discourage or interfere with Employee’s rights under the ADEA was Older Workers Benefit Protection Act to test the knowing and voluntary and knowing; (g) Executive’s right nature of the waiver of claims under the Age Discrimination in Employment Act, or to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 prevent the exercise of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfsuch rights.

Covenant Not to Xxx. Executive understands Sileck represents and warrants that: (i) he has not discussed with, participated in or assisted any other person in filing any complaints, charges, lawsuits or other legal, quasi-legal or administrative actions with any court, entity, associations or agency relating to any claims related to WWE or any of the Releasees; and (ii) he has not filed any complaints, charges, lawsuits, or other legal actions with any court, entity, association or agency relating to any potential claims or other claims being released by him in this Agreement, and agrees that, with the sole exception of his right to bring a proceeding pursuant to the Older Workers Benefit Protection Act to challenge the validity of this Agreement pursuant to the Age Discrimination in Employment Act, not inconsistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, Executive is precluded from filing he will not file any complaints, charges, lawsuits, or pursuing other legal actions in any legal claim of any kind against any of the Company Releasees forum whatsoever at any time in the future, in hereafter derived from such released potential claims or any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release Sileck further represents and covenant warrants that he has not heretofore assigned or transferred to xxx is any right or claim that canperson not be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after a party to this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company released matter or any of its subsidiaries part or affiliates, under their respective certificates of incorporation and bylaws, portion thereof. Nothing in this Section shall prevent Sileck (or otherwise as provided by law; his attorneys) from (di) Executive’s right to participate in commencing an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right action or proceeding to enforce this Agreement and or (hii) Executiveexercising Sileck’s right under the Older Workers Benefit Protection Act of 1990 to receive payments challenge the validity of his waiver of ADEA claims set forth in Section 3 of this Agreement. Furthermore, to the fullest extent consistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and benefits under Sections 7(g)other applicable law, 7(i)Sileck shall not assist or otherwise participate willingly or voluntarily in any claim, 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August arbitration, 2008. Executive understandssuit, howeveraction, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or other proceeding conducted by the EEOC of any kind involving WWE or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfof the Releasees.

Covenant Not to Xxx. Executive understands Except as set forth below in this Section 4.1, Licensor, on behalf of itself and agrees thatits heirs, executors, successors, assigns, agents and all other persons and entities (other than Crucible) associated with it, covenants that it will not at any time, whether now or in the future, xxx, file, assist, or participate in, or cause, assert, or induce any other person or entity to the fullest extent permitted by lawxxx, Executive is precluded from filing file, assist, or pursuing participate in any legal claim of any kind or allegation against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out following for infringement of Intellectual Property Rights of any of the claims that Executive has released LMT Technology within the VPC Fields: (i) Licensee; or (ii) Licensee’s past, present and waived future owners, shareholders, parents, subsidiaries, successors, assigns, divisions, units, officers, directors, employees, agents, attorneys, or representatives, or (iii) Licensee or such parties’ respective past, present and future direct and indirect vendors, suppliers, manufacturers, distributors, customers, or end users (collectively, “Licensee-Related Entities”) in connection with any act by virtue a Licensee-Related Entity at the direction of executing this Agreementor on behalf of Licensee or related to or in connection with any Licensee-branded or Licensee-licensed product. Executive agrees not to file or pursue any such legal claims. Excluded from this release and This covenant not to xxx does not inure to the benefit of any third parties for their conduct that is any right or claim that canunrelated to Licensee. Licensor shall not be waived by law, including, but not limited to, in breach of this subsection (a) if Licensor participates as a party in any rights or claims litigation proceedings where any of the Executive Intellectual Property Rights included in the LMT Technology are asserted by another party against Licensee, provided that arise after this Agreement becomes effective; a court of competent jurisdiction shall have ruled that Licensor’s participation as a party is necessary to such proceedings and shall have ordered Licensor to participate as a party, or (b) to the extent that Licensor brings a suit or proceeding to enforce any vested rights under any tax-qualified and/or retirement plan(s) maintained by restriction to which the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy Parties have otherwise agreed in connection with the Executivewriting which limits VPC’s service as a director, officer, employee or agent exercise of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate license rights granted in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfAgreement.

Covenant Not to Xxx. Executive understands and agrees that, to Neither Party nor its Affiliates shall during the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim term of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) and thereafter assert any vested rights under any tax-qualified and/or retirement plan(s) maintained by claim against the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company other Party or any of its subsidiaries Affiliates that the sale of such other Party's (or affiliatesits Affiliate's) Product(s) or Other Cyclosporine Product(s) in the Territory infringes such Party's intellectual property. Proprietary Information. Each Party agrees that all inventions, processes, materials, chemicals, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the disclosing party ("Proprietary Information" of the disclosing party). Except as expressly allowed in this Agreement, the receiving Party will hold in confidence and not use or disclose any Proprietary Information of the disclosing Party and shall similarly bind its employees in writing. The receiving Party shall not be obligated under their respective certificates this Section 12.3 (i) beyond five years after termination of incorporation and bylawsthis Agreement, or otherwise as (ii) with respect to information the receiving Party can document: is or has become readily publicly available through no fault of the receiving Party or its employees or agents; or is received from a third party lawfully in possession of such information and lawfully empowered to disclose such information and provided the receiving party abides by all restrictions imposed by such third party; or was rightfully in the possession of the receiving party prior to its disclosure by the disclosing party without restriction; or was independently developed by employees or consultants of the receiving party who did not have access to such Proprietary Information; or was required to be disclosed by law; (d) Executive’s right , provided that the receiving party gave the disclosing party notice of any required disclosure, and the opportunity to participate in an investigation conducted by any government agency; (e) the independent right limit such disclosure as permitted under applicable law and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)regulation. Limited Liability NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, 7(i)NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August NEGLIGENCE, 2008. Executive understandsSTRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfUNLESS SUCH DAMAGES ARE AWARDED UNDER A CLAIM FOR WHICH SUCH PARTY HAS AGREED TO INDEMNIFY THE OTHER.

Covenant Not to Xxx. Executive understands Employee represents that s/he has not filed any complaints, claims, charges, or actions against Millennial with any state, federal, or local agency or court, and, with the exception set forth below, that s/he will promptly withdraw and dismiss (or cause to be withdrawn and dismissed) with prejudice and without an award of attorneys’ fees or costs to any party any complaint, claim, charge, or action filed with any state, federal, or local agency or court against Millennial. Employee further agrees that, to with the fullest extent permitted exception set forth below, neither s/he nor any other person or entity may bring any complaint, claim, charge or action on his/her behalf falling within the terms of the General Release contained herein, and that, should any such complaint, claim, charge, or action be brought on his/her behalf, s/he will cooperate with Millennial and its attorneys in seeking a prompt dismissal of that complaint, claim, charge or action. The Parties agree that any breach of this provision by lawEmployee is a material breach of this Agreement for which Millennial may immediately seek legal, Executive is precluded equitable, injunctive, monetary or any other appropriate relief without the posting of a bond or any guarantee. Such relief will include damages resulting from filing or such breach and any and all attorneys’ fees and costs incurred in successfully pursuing any legal claim of any kind against any of for such breach. Notwithstanding the Company Releasees at any time in above, this Agreement does not affect the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility ability of the Equal Employment Opportunity Commission (“EEOC”), or any other state or local fair employment practices agency, to enforce applicable employment discrimination statutes. It also should not be construed as a restriction of any such agency’s right to independently take whatever actions are authorized by its enabling statute. In addition. Employee understands that nothing herein prevents him/her from filing an administrative charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) or state or local fair employment practices agency. With respect to enforce the law; (f) Executive’s right any such filing, however, Employee agrees that s/he shall not seek, accept, or be entitled to seek any monetary or other relief of any kind, whether for himself/herself individually or as a determination member of the validity of whether a class or group, arising from an EEOC Charge filed by him/her or on his/her waiver of his/her behalf. In addition, nothing herein shall be interpreted to discourage or interfere with Employee’s rights under the ADEA was Older Workers Benefit Protection Act to test the knowing and voluntary and knowing; (g) Executive’s right nature of the waiver of claims under the Age Discrimination in Employment Act, or to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 prevent the exercise of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfsuch rights.

Covenant Not to Xxx. Executive understands Employee represents and warrants that Employee has not assigned or transferred or purported to assign or transfer any claim against the Releasees, and is fully entitled to release the same, and Employee has not currently filed any lawsuits or actions with any federal, state, or local court against the Company and agrees that, not to xxx the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against Company in connection with any of the Company Releasees at matters released under Section 5 above. Employee agrees not to accept, recover or receive any time monetary damages or any other form of relief which may arise out of or in the futureconnection with any administrative remedies which may be filed with or pursued independently by any governmental agency or agencies, in any whether federal, state or municipal courtlocal. Employee agrees not to testify for, administrative appear on behalf of, or otherwise assist in any way any individual, company, or agency in any claim against the Company, except, unless, and only pursuant to a lawful subpoena issued to Employee. If such a subpoena is issued, Employee will immediately notify the Company and provide it with a copy of the subpoena. This Agreement does not prohibit Employee from filing a charge with a government agency, but this Agreement does release any claim which Employee has or may have for monetary relief, reinstatement, or for any other tribunalremedy for Employee personally, arising out of any proceeding before any government agency or court which has otherwise been specifically released hereunder. If any agency or court should take jurisdiction over any matter in which Employee has or may have any personal interest, whether initiated by Employee or otherwise, Employee will promptly inform that agency or court that this Agreement constitutes a full and final settlement by Employee of the all claims that Executive has released and waived by virtue of executing under this Agreement. Executive Thus, Employee understands and agrees not that this Agreement constitutes a full and final bar to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or all claims of the Executive any type that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and Employee now has against the Company, of and from any rights and all actions, causes of action, damages or demands of whatever name or nature arising out of any and all incidents or matters which have arisen or may arise from the beginning of time to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a directorTermination Date of this Agreement. However, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfof Employee arising out of this Agreement.

Covenant Not to Xxx. Executive understands Employee covenants and represents that he has not filed or caused to be filed any lawsuit, complaint, charge, action or other proceeding against Company with respect to any claim he is releasing in this Agreement, and Employee further covenants and agrees that, not to xxx Company with respect to any matter arising before the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims date on which he executed this Agreement that Executive Employee has released and waived by virtue pursuant to Section 4(a) of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, includingEmployee’s covenants include, but are not limited to, (a) any rights proceedings to negate, modify or claims of the Executive that arise after reform this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanyAgreement, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understandsprovided, however, that, while that nothing in this Agreement does not affect his/her is intended to, nor shall it, release or interfere with Employee’s protected right to file a charge with, or to participate in an investigation or proceeding conducted pursuant to, the statutes administered by the EEOC Equal Employment Opportunity Commission or any other federal, equivalent state or local court or agency, including a charge contesting the validity of this Agreement under the Age Discrimination in Employment Act, or the right of any governmental agency to pursue any such claim regarding Employee. In any event, Employee understands that, by signing this Agreement, he waives any right he may have to recover money or other relief in any lawsuit or proceeding that he brings or which is brought on his behalf by any agency or third party against Company based on events arising through the date on which he executes this Agreement. Except where otherwise permitted under this Paragraph 5, Employee agrees that such action shall be dismissed with prejudice upon the presentation of this Agreement to the Court and Employee agrees that he will not accept relief or recovery from such action. Company covenants and represents that it does bar has not filed or caused to be filed any lawsuit, complaint, charge, action or other proceeding against Employee with respect to any claim he/she might have it is releasing in this Agreement, and provided that Employee is in compliance with his obligations under this Agreement, Company further covenants and agrees not to receive monetary damages should xxx Employee with respect to any agency pursue any claims matter arising before the date on Executive’s behalfwhich Company executed this Agreement that Company has released pursuant to Section 4(b) of this Agreement.

Covenant Not to Xxx. Executive understands 4.1 Subject to Section 4.3 and in addition to the covenants set forth in Section 3.3(g) hereof, during the Effective Period, Karpus covenants and agrees thatthat it will not, directly or indirectly, including by or through any nominee for trustee that has prior to the fullest extent permitted date hereof been submitted for approval by lawthe shareholders of MSP and/or MCN, Executive is precluded from filing whether or pursuing not such nominee has been elected to one or both Boards, initiate or cause to be initiated (or encourage or aid in the initiation of) against a Fund, Madison or their respective Affiliates, or their respective past, present or future directors, trustees, members, officers or employees, directly or indirectly, any legal claim suit, action, or proceeding of any kind against any of the Company Releasees at any time in the futurekind, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation any such action, individually, derivatively, as a representative or proceeding conducted by the EEOC member of a class or otherwise, under any other contract (express or implied), fiduciary duty, common law or equitable doctrine, law, statute, or regulation, federal, state or local court that Karpus has, claims to have had or agencyotherwise may have in connection with, it does bar in any claim he/she might way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. Karpus further releases and discharges the Funds, Madison and their respective Affiliates and their respective past, present and future directors, trustees, members, officers and employees from and waives any and all claims (including, without limitation, any duty to investigate, defend or indemnify), causes of action, obligations, duties, debts, penalties, attorneys’ fees, costs, damages, injuries or liabilities of any nature whatsoever, whether based on contract, tort, statute or other legal or equitable theory of recovery, whether now known or unknown, whether foreseen or unforeseen, whether past, present or future, which Karpus has, claims to have had or otherwise may have in connection with, in any way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. The covenants herein will be a complete defense to receive monetary damages should any agency pursue any claims suit, action or proceeding brought in violation of this Section 4.1. Nothing herein limits the right of Karpus to bring an action to enforce this Agreement or based on Executive’s behalfan alleged material breach of this Agreement.

Covenant Not to Xxx. Executive understands Named Class Representative and agrees thatall members of the Settlement Class agree that this Settlement Agreement shall be construed to be, to and is, a covenant by Named Class Representative and all members of the fullest extent permitted by lawSettlement Class, Executive is precluded from filing or pursuing any legal claim for themselves and on behalf of any kind against their respective heirs, executors, administrators, beneficiaries, predecessors, successors, assigns, and any of the Company Releasees at their past and present employees, directors, officers, accountants, agents, attorneys, representatives, affiliates, and subsidiaries, not to xxx, institute, or instigate any time in the futurelegal, equitable, or administrative investigation or proceedings, in any federaljurisdiction, state against Waste Management for any Released Claims. Any claim brought in violation of this covenant shall be immediately dismissed by the forum in which it was brought, but no Class Member shall be held in contempt of court for such a violation. Named Class Representative and all members of the Settlement Class agree and acknowledge that the covenants not to xxx in this Settlement Agreement are made to inure to the benefit of, and are specifically enforceable by, Waste Management, its respective parents, subsidiaries, agents, employees, representatives, directors, officers, affiliates, heirs, executors, predecessors, successors, and assigns. Upon the Effective Date, each member of the Settlement Class who has not timely and properly excluded himself or municipal courtherself by opting out of the Settlement Agreement shall be deemed to have made the covenants. Named Class Representative and all members of the Settlement Class, administrative and each of them, on their own behalf and on behalf of each of their respective successors and assigns, or any other person or entity acting on their behalf, further covenant and agree not to seek, participate in seeking (in any form or fashion), or join in seeking monetary or other relief inconsistent with this Settlement Agreement, in agency or other tribunalproceedings, arising out whether at law, in equity, or by way of administrative hearing, or otherwise, to solicit others to institute (or cause or permit to be instituted) any of such actions or proceedings against the claims that Executive has released and waived by virtue of executing Waste Management Releasees relating to the allegations made in the Action, except as expressly set forth in this Settlement Agreement. Executive agrees not Nothing in this Settlement Agreement shall be construed as limiting the rights of Class Members to file or pursue voice concerns to any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by lawfederal, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylawsstate, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) local regulatory authority regarding the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfLandfill.

Covenant Not to Xxx. The Executive understands acknowledges and agrees thatthat he has not filed and will not file (or join, to the fullest extent permitted by law, Executive is precluded from filing or pursuing accept any legal claim of any kind relief in) a lawsuit against any of the Company Releasees at pleading or asserting any time Claims released in the futureabove general release. If the Executive breaches this promise, and the action is found to be barred in whole or in part by this Separation Agreement, the Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Releasee in defending against those Claims that are found to be barred by this Separation Agreement, and (i) Edge’s obligation to provide the Severance Benefits shall immediately cease and (ii) Executive shall promptly repay any federal, state or municipal court, administrative agency or other tribunal, arising out of any portion of the claims Severance Benefits previously paid or provided; provided, however, that in all cases, this Separation Agreement shall continue to be fully effective and enforceable. Notwithstanding the foregoing, nothing in this Section or this Separation Agreement precludes the Executive from challenging the validity of the release above under the requirements of the ADEA, and the Executive shall not be responsible for reimbursing the attorneys’ fees and costs of the Releasees in connection with such a challenge to the validity of the release, nor shall the Severance Benefits cease or be repayable in the event of such a challenge. However, the Executive acknowledges that the release contained in this Separation Agreement applies to all Claims the Executive has released under the ADEA, and waived that, unless the release is held to be invalid, all of the Executive’s Claims under the ADEA shall be extinguished by virtue his signing of executing this Separation Agreement. In addition, nothing in this Separation Agreement shall preclude or prevent the Executive agrees not from filing a charge with, participating in an investigation by or proceeding before, communicating with, or providing truthful information to file any governmental agency, entity or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by lawself-regulatory organization, including, but not limited toto the United States Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General or other government agency (a) any rights or claims of individually, a “Governmental Agency,” and collectively, the “Governmental Agencies”), but the Executive acknowledges and agrees that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Companyshall not seek or accept any relief obtained on his behalf in any proceeding by any Governmental Agency, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a directorprivate party, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylawsclass, or otherwise as provided with respect to any Claims covered by law; this general release (d) Executive’s right to participate in an investigation conducted by any government agency; (e) except that this Separation Agreement does not limit the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits a bounty or reward or award for information provided to any Governmental Agency). Furthermore, if any Claim is not subject to release, to the extent permitted by applicable law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Releasees is a party. Nothing in this Separation Agreement or otherwise shall prohibit the Executive from reporting possible violations of federal law or regulation to any Governmental Agency, or making other disclosures that are protected under Sections 7(g), 7(i), 12 and 13 the whistleblower provisions of his/her Amended and Restated Employment Agreement dated as of August , 2008. any applicable law or regulation (it being understood that Executive understands, however, that, while this Agreement does not affect his/her right need the prior authorization of Edge to file a charge make any such reports or participate in an investigation disclosures or proceeding conducted by the EEOC to notify Edge that Executive has made such reports or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfdisclosures).

Covenant Not to Xxx. Executive understands Except as set forth below in this Section 4.1, Licensor, on behalf of itself and agrees thatits heirs, executors, successors, assigns, agents and all other persons and entities (other than Crucible) associated with it, covenants that it will not at any time, whether now or in the future, xxx, file, assist, or participate in, or cause, assert, or induce any other person or entity to the fullest extent permitted by lawxxx, Executive is precluded from filing file, assist, or pursuing participate in any legal claim of any kind or allegation against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out following for infringement of Intellectual Property Rights of any of the claims that Executive has released LMT Technology within the VPC Fields: (i) Licensee; or (ii) Licensee’s past, present and waived future owners, shareholders, parents, subsidiaries, successors, assigns, divisions, units, officers, directors, employees, agents, attorneys, or representatives, or (iii) Licensee or such parties’ respective past, present and future direct and indirect vendors, suppliers, manufacturers, distributors, customers, or end users (collectively, “Licensee-Related Entities”) in connection with any act by virtue a Licensee-Related Entity at the direction of executing this Agreementor on behalf of Licensee or related to or in connection with any Licensee-branded or Licensee-licensed product. Executive agrees not to file or pursue any such legal claims. Excluded from this release and This covenant not to xxx does not inure to the benefit of any third parties for their conduct that is any right or claim that canunrelated to Licensee. Licensor shall not be waived by law, including, but not limited to, in breach of this subsection (a) if Licensor participates as a party in any rights or claims litigation proceedings where any of the Executive Intellectual Property Rights included in the LMT Technology are asserted by another party against Licensee, provided that arise after this Agreement becomes effective; a court of competent jurisdiction shall have ruled that Licensor’s participation as a party is necessary to such proceedings and shall have ordered Licensor to participate as a party, (b) to the extent that Licensor brings a suit or proceeding to enforce this Agreement, the Settlement Agreement, the Confidentiality Agreement or any vested rights under any tax-qualified and/or retirement plan(s) maintained by other agreement between the Company Parties or its affiliates; (c) to the extent that Licensor brings a suit or proceeding to enforce Licensor’s rights with respect to (x) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent Intellectual Property Rights outside of the Company VPC Fields or (y) any of its subsidiaries or affiliates, under their respective certificates the items described in the definition of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) Intellectual Property which came into existence after the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfEffective Date.

Covenant Not to Xxx. Executive understands On or after January 31, 2007, the Sellers, their estates (collectively, the "Estates") and agrees thatany and all Estate Representatives (as defined below) shall be barred from bringing any suit, action or claim against any Protected Employee (as defined below) related to the fullest extent permitted Business, the Sellers or any of their Affiliates (collectively, the "Seller Parties") or such Protected Employee's employment by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at Seller Parties (the "Covenant"), including, without limitation, any time suit, action or claim related to (a) any pre-petition transactions or business practices of the Seller Parties or (b) the financial affairs of the Seller Parties (collectively, the "Estate Claims"). "Estate Representatives" shall mean the Sellers as debtors-in-possession, the Official Committee of Unsecured Creditors appointed in the futureBankruptcy Case (the "Committee"), in any federalChapter 11 trustee or Chapter 7 trustee or any examiner with expanded powers, state or municipal court, administrative agency or other tribunal, arising out any representative of any of the claims Estates under any applicable plan of reorganization under Chapter 11 of the Bankruptcy Code or proceeding under Chapter 7 of the Bankruptcy Code or otherwise regarding any of the Estates, any successor in interest to any of the Estates or any other party similarly charged with acting for or on behalf of the Sellers as debtors in possession or any of the Estates. A "Protected Employee" shall be any Continuing Employee who is not designated in good faith by an Estate Representative as a likely target of an Estate Claim (a "Target") by January 31, 2007 (the "Notice Date"); provided, that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, no Continuing Employee will remain a Protected Employee if (a) any rights or claims it is determined in a final judgment by a court of the Executive competent jurisdiction that arise after this Agreement becomes effective; such Continuing Employee committed actual fraud, (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained such Continuing Employee is fired by the Company or its affiliates; Buyer for cause following the Closing Date, (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent investigation of the Company Estate Claims by the Estate Representatives prior to the Notice Date, such Continuing Employee is found by a final order of the Bankruptcy Court upon the motion of an Estate Representative to have been untruthful or misleading in any of its subsidiaries material respect or affiliates, under their respective certificates of incorporation and bylaws, failed to use reasonable efforts to cooperate with the Estate Representative or otherwise as provided by law; (d) Executive’s such Continuing Employee invokes rights against self-incrimination under the United States Constitution, any State Constitution or any similar law regarding self- incrimination. Any Continuing Employee who is designated in good faith as a Target as of the Notice Date shall not have the benefit of the Covenant contained herein. On or before the Closing Date, the Estate Representatives shall discuss and disclose among themselves and with Buyer the preliminary findings of their investigation to date (the "Preliminary Report") including, without limitation, possible Targets of an Estate Claim and the Conclusions if any reached with respect to "Interim Investigation of Reported Compensation and Other Cash Payments Made to Insiders" file prepared by XRoads Solutions Group, LLC dated September 25, 2006 ("XRoads Report"). The Committee agrees that it will work in good faith to complete its review and reach its conclusions on the transactions covered by the XRoads Report earlier than January 31, 2007 to the extent practicable. In the event that the Buyer determines in good faith based on the Preliminary Report that the scope of the investigation by the Estate Representative, the number of Targets designated by the Estate Representative prior to the Notice Date or the specific Targets subject to investigation would reasonably be expected to have a materially adverse effect on the Buyer's ability to operate the Business, when taken as a whole, going forward, the Buyer shall be entitled to terminate this Agreement upon notice to the Sellers and the Committee and shall be entitled to a return of the Deposit. Notwithstanding the foregoing, (i) the Sellers and their professionals shall disclose to and discuss with the Committee the books, records, and investigative data collected by them to date for purposes of the Committee determining whether it believes any Continuing Employee to be a Target, (ii) any and all Estate Representatives shall complete all investigations of Estate claims against Continuing Employees by January 31, 2007 and, unless an Estate Claim has been filed against such Continuing Employee by that date, such Continuing Employee shall thereafter have the benefit of this Covenant except where the Continuing Employee subsequently is determined to no longer be a Protected Employee as provided above, (iii) the Bankruptcy Court shall retain jurisdiction as a Court of competent jurisdiction over the Buyer and the Estate Representative as to whether a Continuing Employee remains a Protected Employee, (iv) other matters among the Estate Representatives regarding the scope and timing of the investigation of former employees of the Sellers are not subject to this paragraph and shall be subject to the agreement among the Estate Representatives or an order of the Bankruptcy Court, and (v) nothing contained herein shall prevent a Protected Employee from being subject to any lawful subpoena after January 31, 2007 to act as a witness to provide fact information regarding on-going investigations of the Estate Representatives. The Buyer, Sellers and the Committee will enter into mutually agreeable confidentiality agreements to protect the information exchanged in connection with the investigation hereunder. The Committee, the Buyer and the Sellers shall have the right to participate in an investigation conducted by agree to modifications of this Section 5.1(f) after the date of this Agreement without any government agency; (e) the independent right and responsibility further approval of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfBankruptcy Court.

Covenant Not to Xxx. Executive understands agrees and agrees thatcovenants not to file, to the fullest extent permitted by lawinitiate, Executive is precluded from filing join, or pursuing accept any legal claim relief in any lawsuit (either individually, with others, or as part of any kind against any of the Company Releasees at any time in the futurea class), in any federalforum, state pleading, raising, or municipal court, administrative agency asserting any Claim(s) barred or other tribunal, arising out released by Section 2 of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees and acknowledges that, in the event that Executive breaches any obligation under 00000000.0.XXX this Section 2, then (i) the payments and benefits described in Section 1(c) of this Agreement, to the extent not then paid or provided, shall be immediately forfeited and (ii) Executive will be obligated to file repay the Company any amounts paid or pursue any such legal claimsprovided under Section 1(c) above and to reimburse the applicable Releasees for their reasonable costs and attorney’s fees incurred in defending against those Claims that are found to be barred by this Agreement. Excluded Notwithstanding the foregoing, nothing in this Section 2(c) or this Agreement shall preclude Executive from challenging the validity of the release in this release Section 2 under the requirements of the Age Discrimination in Employment Act (“ADEA”), and covenant not to xxx is any right or claim that canExecutive shall not be waived by law, including, but not limited to, (a) any rights or claims responsible for reimbursing the attorney’s fees and costs of the Executive that arise after this Agreement becomes effective; (b) Releasees, or repaying any vested rights amounts or benefits paid under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanySection 1(c), any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with such a challenge to the validity of the release, nor shall any payments or benefits under Section 1(c) be forfeited in connection with such a challenge. However, Executive acknowledges that the release contained in this Agreement applies to all Claims Executive has under the ADEA, and that, unless the release is held to be invalid, all of Executive’s service as Claims under the ADEA shall be extinguished by execution of this Agreement. Executive further agrees that nothing in this Section 2 or this Agreement shall preclude or prevent Executive from filing a director, officer, employee charge with the U.S. Equal Employment Opportunity Commission or agent of the Company similar state or local agency. Executive agrees that he will not seek or accept any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted relief obtained on his behalf by any government agency; (e) the independent right , private party, class, or otherwise with respect to any Claims released in this Agreement. Executive warrants and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce represents that Executive has not filed any Claim released in this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)that Executive is not aware of any wrongdoing or violation of any law, 7(i)statute, 12 and 13 regulation, or policy by any of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfReleasees.

Covenant Not to Xxx. Executive understands On or after January 31, 2007, the Sellers, their estates (collectively, the “Estates”) and agrees thatany and all Estate Representatives (as defined below) shall be barred from bringing any suit, action or claim against any Protected Employee (as defined below) related to the fullest extent permitted Business, the Sellers or any of their Affiliates (collectively, the “Seller Parties”) or such Protected Employee’s employment by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at Seller Parties (the “Covenant”), including, without limitation, any time suit, action or claim related to (a) any pre-petition transactions or business practices of the Seller Parties or (b) the financial affairs of the Seller Parties (collectively, the “Estate Claims”). “Estate Representatives” shall mean the Sellers as debtors-in- possession, the Official Committee of Unsecured Creditors appointed in the futureBankruptcy Case (the “Committee”), in any federalChapter 11 trustee or Chapter 7 trustee or any examiner with expanded powers, state or municipal court, administrative agency or other tribunal, arising out any representative of any of the claims Estates under any applicable plan of reorganization under Chapter 11 of the Bankruptcy Code or proceeding under Chapter 7 of the Bankruptcy Code or otherwise regarding any of the Estates, any successor in interest to any of the Estates or any other party similarly charged with acting for or on behalf of the Sellers as debtors in possession or any of the Estates. A “Protected Employee” shall be any Continuing Employee who is not designated in good faith by an Estate Representative as a likely target of an Estate Claim (a “Target”) by January 31, 2007 (the “Notice Date”); provided, that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, no Continuing Employee will remain a Protected Employee if (a) any rights or claims it is determined in a final judgment by a court of the Executive competent jurisdiction that arise after this Agreement becomes effective; such Continuing Employee committed actual fraud, (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained such Continuing Employee is fired by the Company or its affiliates; Buyer for cause following the Closing Date, (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent investigation of the Company Estate Claims by the Estate Representatives prior to the Notice Date, such Continuing Employee is found by a final order of the Bankruptcy Court upon the motion of an Estate Representative to have been untruthful or misleading in any of its subsidiaries material respect or affiliates, under their respective certificates of incorporation and bylaws, failed to use reasonable efforts to cooperate with the Estate Representative or otherwise as provided by law; (d) Executive’s right to participate such Continuing Employee invokes rights against self-incrimination under the United States Constitution, any State Constitution or any similar law regarding self-incrimination. Any Continuing Employee who is designated in an investigation conducted by any government agency; (e) the independent right and responsibility good faith as a Target as of the Equal Employment Opportunity Commission Notice Date shall not have the benefit of the Covenant contained herein. On or before the Closing Date, the Estate Representatives shall discuss and disclose among themselves and with Buyer the preliminary findings of their investigation to date (the “EEOCPreliminary Report”) including, without limitation, possible Targets of an Estate Claim and the conclusions if any reached with respect to enforce “Interim Investigation of Reported Compensation and Other Cash Payments Made to Insiders” file prepared by XRoads Solutions Group, LLC, dated September 25, 2006 (“XRoads Report”). The Committee agrees that it will work in good faith to complete its review and reach its conclusions on the law; (f) Executive’s right transactions covered by the XRoads Report earlier than January 31, 2007 to seek a determination the extent practicable. In the event that the Buyer determines in good faith based on the Preliminary Report that the scope of the validity investigation by the Estate Representative, the number of whether his/her waiver of his/her rights under Targets designated by the ADEA was voluntary and knowing; (g) ExecutiveEstate Representative prior to the Notice Date or the specific Targets subject to investigation would reasonably be expected to have a materially adverse effect on the Buyer’s right ability to enforce operate the Business, when taken as a whole, going forward, the Buyer shall be entitled to terminate this Agreement upon notice to the Sellers and the Committee and shall be entitled to a return of the Deposit. Notwithstanding the foregoing, (hi) Executive’s right the Sellers and their professionals shall disclose to receive payments and benefits under Sections 7(g)discuss with the Committee the books, 7(i)records, 12 and 13 investigative data collected by them to date for purposes of his/her Amended the Committee determining whether it believes any Continuing Employee to be a Target, (ii) any and Restated Employment Agreement dated all Estate Representatives shall complete all investigations of Estate Claims against Continuing Employees by January 31, 2007 and, unless an Estate Claim has been filed against such Continuing Employee by that date, such Continuing Employee shall thereafter have the benefit of this Covenant except where the Continuing Employee subsequently is determined to no longer be a Protected Employee as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalf.provided above,

Covenant Not to Xxx. Executive understands and agrees that, Except to the fullest extent permitted by lawNextCure has granted exclusive rights to Lilly under Section 7.1.2 or Lilly has granted exclusive rights to NextCure under Section 7.2.2, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive each disclosing Party agrees not to file xxx the receiving Party solely with respect to [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the use, outside the scope of this collaboration and for any purpose, of any Know-How or pursue any Confidential Information shared in the performance of this Agreement by the disclosing Party solely to the extent such legal claims. Excluded from this release and covenant not to xxx is any right Know-How or claim that cannot be waived by law, including, but not limited to, Confidential Information has been retained (awithout intentional memorization) any rights or claims in intangible form in the minds of the Executive that arise after this Agreement becomes effective; receiving Party’s employees (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (cAffiliates’ employees) any rights under any indemnification agreement(s) between who have had access to such Know-How or Confidential Information pursuant to the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent terms of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (hwithout reference to any tangible copies of such Know-How or Confidential Information; provided, that the receiving Party’s use of such Know-How or Confidential Information is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at the receiving Party’s sole risk. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 10.4 shall, or shall be interpreted to, grant any license to or under any Patent Rights or Know-How. Furthermore, notwithstanding anything to the contrary in this Agreement, except to the extent NextCure has granted exclusive rights to Lilly under Section 7.1.2 or Lilly has granted exclusive rights to NextCure under Section 7.2.2, neither Party is forfeiting any rights that each may have to perform research activities in compliance with 35 U.S.C. § 271(e)(1) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state experimental or local court or agency, it does bar research use exemption that may apply in any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfcountry.

Covenant Not to Xxx. Executive understands Employee represents that s/he has not filed any complaints, claims, charges, or actions against Millennial with any state, federal, or local agency or court, and, with the exception set forth below, that s/he will promptly withdraw and dismiss (or cause to be withdrawn and dismissed) with prejudice and without an award of attorneys’ fees or costs to any party any complaint, claim, charge, or action filed with any state, federal, or local agency or court against Millennial. Employee further agrees that, to with the fullest extent permitted by lawexception set forth below, Executive is precluded from filing neither s/he nor any other person or pursuing entity may bring any legal claim of any kind against any complaint, claim, charge or action on his/her behalf falling within the terms of the Company Releasees at any time in the futureGeneral Release contained herein, in any federaland that, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue should any such legal claimscomplaint, claim, charge, or action be brought on his/her behalf, s/he will cooperate with Millennial and its attorneys in seeking a prompt dismissal of that complaint, claim, charge or action. Excluded from The Parties agree that any breach of this release and covenant provision by Employee is a material breach of this Agreement for which Millennial may immediately seek legal, equitable, injunctive, monetary or any other appropriate relief without the posting of a bond or any guarantee. Notwithstanding the above, this Agreement does not to xxx is any affect the right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility ability of the Equal Employment Opportunity Commission (“EEOC”), or any other state or local fair employment practices agency, to enforce applicable employment discrimination statutes. It also should not be construed as a restriction of any such agency’s right to independently take whatever actions are authorized by its enabling statute. In addition, Employee understands that nothing herein prevents him/her from filing an administrative charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) or state or local fair employment practices agency. With respect to enforce the law; (f) Executive’s right any such filing, however, Employee agrees that s/he shall not seek, accept, or be entitled to seek any monetary or other relief of any kind, whether for himself/herself individually or as a determination member of the validity of whether a class or group, arising from an EEOC Charge filed by him/her or on his/her waiver of his/her behalf. In addition, nothing herein shall be interpreted to discourage or interfere with Employee’s rights under the ADEA was Older Workers Benefit Protection Act to test the knowing and voluntary and knowing; (g) Executive’s right nature of the waiver of claims under the Age Discrimination in Employment Act, or to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 prevent the exercise of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfsuch rights.

Covenant Not to Xxx. Executive understands Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees that, to the fullest extent permitted by with and in favor of each Releasee that it will not xxx (at law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the futureequity, in any federal, state regulatory proceeding or municipal court, administrative agency or other tribunal, arising out otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to this Assignment Agreement. If any Releasing Party violates the foregoing covenant, Borrower, each Guarantor, JV Rep and each Assignee, for itself and its successors and assigns, predecessors, and legal representatives, agrees to pay, on a joint and several basis (subject to clauses (y) and (z) below), in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation, except that (x) Releasing Parties shall have no liability to the Releasees for any damages, fees and costs arising (i) on account of the claims that Executive has released applicable Releasee’s gross negligence or willful misconduct as determined by a final, nonappealable judgment by a court of competent jurisdiction and/or (ii) in respect of any fees or costs incurred or damages sustained by any Releasee prior to the date hereof; (y) the maximum collective liability of ARI Component Venture LLC and waived by virtue American Railcar Industries, Inc. and their respective successors and assigns, and their respective legal representatives, in the aggregate, shall in no event exceed the damages, fees, and costs recoverable under this Section 8 as a consequence of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims a violation of the Executive that arise after foregoing covenant by one or more of ARI Component Venture LLC, American Railcar Industries, Inc. and their respective successors and assigns, and their respective predecessors and legal representatives; and (z) the maximum collective liability of ASF-Keystone, Inc. and Amsted Industries Incorporated and their respective successors and assigns, and its predecessors and legal representatives, in the aggregate, shall in no event exceed the damages, fees, and costs recoverable under this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service Section 8 as a director, officer, employee or agent consequence of a violation of the Company foregoing covenant by one or any more of its subsidiaries or affiliatesASF-Keystone, under Inc. and Amsted Industries Incorporated and their respective certificates of incorporation successors and bylawsassigns, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary their respective predecessors and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalflegal representatives.

Covenant Not to Xxx. Executive understands Except as provided in the last sentence of this Section, so long as Alector and agrees thatits Affiliates are in compliance with Section 3.5(a) with respect to a Program-Benefited Antibody, Adimab shall not, directly or indirectly, assert any claim against Alector or its Affiliates, successors in interest, acquirers (whether of Alector or of all or substantially all of the assets of Alector relating to the fullest extent permitted by lawsubject matter of this Agreement), Executive is precluded from filing licensees, sublicensees, other Program Transaction counter-parties, distributors or pursuing any legal claim end users, with respect to the research, development, manufacture, have manufacture, sale, offering for sale, import or export of any kind against product containing such Program-Benefited Antibody, for infringement of any of the Company Releasees at any time Licensed Program Antibody Patents, Adimab Platform/Background Patents and Program Know-How and other Know-How transferred by Adimab to Alector in the futurecontext of any Licensed Antibody, with respect to Licensed Antibody(ies). The foregoing covenant shall be binding on all of Adimab’s Affiliates and successors in interest under this Agreement, and any exclusive licensees, exclusive sublicensees, and assignees of any Licensed Program Antibody Patents, Adimab Platform/Background Patents and Program Know-How and other Know-How transferred by Adimab to Alector in the context of any Licensed Antibody, regarding Licensed Antibody(ies), and Adimab shall as a condition of assigning this Agreement, or providing the applicable exclusive license, exclusive sublicense or assignment, obtain a contractual commitment from the applicable entity receiving rights to comply with such covenant. Such covenant does not apply to any Patent other than a Licensed Program Antibody Patent or Adimab Platform/Background Patent. For purposes of this Section 3.5(b), Adimab Platform/Background Patents and Licensed Program Antibody Patents shall be interpreted as if the Program-Benefited Antibodies were Licensed Antibodies. The covenant of this Section 3.5(b) shall not apply to activities after a termination of this Agreement in its entirety or surrounding the Target to which the Program-Benefited Antibody relates, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreementeach case for an Alector uncured material breach. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that canThis Section 3.5(b) shall not be waived read to allow, or prevent a suit by law, including, but not limited Adimab with respect to, (a) Alector’s practice of Adimab Platform/Core Technology for antibody discovery or optimization purposes or for the practice of technology for any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any taxpurpose other than those described herein with respect to Program-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfBenefited Antibodies.

Covenant Not to Xxx. Executive understands Each party covenants and agrees thatnot to file, initiate, or join any lawsuit (either individually, with others, or as part of a class), in any forum, pleading, raising, or asserting any claim(s) barred or released by the General Releases in Section 4 and 5 (the “Releases”). If either party does so, and the lawsuit is found to be barred in whole or in part by any of the fullest extent permitted by lawReleases, Executive is precluded from filing the prevailing party shall be entitled to recover their or pursuing his attorneys’ fees and costs, or the proportions thereof, incurred in defending against those claims that are found to be barred. You shall not join, participate in or provide any legal claim of assistance with respect to any kind lawsuit, action or other proceeding against any of the Company Releasees at Released Parties by any time private individual or corporate entity in any forum, including, without limitation, any shareholder action, whether derivative or otherwise, other than a lawsuit, action or other proceeding based on the futurecommission by the Company of acts that occur after the Separation Date. Notwithstanding the foregoing, nothing in this Section 6 will preclude or prevent you from filing a claim that challenges the validity of the Release solely with respect to your waiver of any claims arising under ADEA, and you shall not be required to pay the attorneys’ fees and costs of any Company Released Party in connection with such a challenge. However, you acknowledge that this Release applies to all claims you have or may have under the ADEA and that, unless the Release is held to be invalid, all of your claims under the ADEA will be extinguished. You acknowledge and agree that you have not given, sold, assigned or transferred to anyone else, any claim, or a portion of a claim referred to in this Agreement. You and the Company acknowledge that that this Agreement does not limit either party's right, where applicable, to participate in an investigative proceeding of any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any local government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her including your right to file a charge with the Equal Employment Opportunity Commission. You agree that if such an administrative claim is made asserting any claim released in this Agreement, you will not be entitled to recover any individual monetary award or participate relief or other individual remedies. Nothing contained in this Agreement, or the fact of its execution or transmission, will be admissible evidence in any judicial, administrative, or other legal proceeding, or be construed as an investigation admission of any liability or proceeding conducted by wrongdoing on the EEOC part of you or the Company, or any other violation of foreign, federal, state or local court statutory or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfcommon law or regulation or ruling.

Covenant Not to Xxx. Executive understands agrees and agrees thatcovenants not to file, to the fullest extent permitted by lawinitiate, Executive is precluded from filing join, or pursuing accept any legal claim relief in any lawsuit (either individually, with others, or as part of any kind against any of the Company Releasees at any time in the futurea class), in any federalforum, state pleading, raising, or municipal court, administrative agency asserting any Claim(s) barred or other tribunal, arising out released by Section 2 of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees and acknowledges that, in the event that Executive breaches any obligation under this Section 2, then (i) the payments and benefits described in Section 1(c) of this Agreement, to the extent not then paid or provided, shall be immediately forfeited and (ii) Executive will be obligated to file repay the Company any amounts paid or pursue any such legal claimsprovided under Section 1(c) above and to reimburse the applicable Releasees for their reasonable costs and attorney’s fees incurred in defending against those Claims that are found to be barred by this Agreement. Excluded Notwithstanding the foregoing, nothing in this Section 2(c) or this Agreement shall preclude Executive from challenging the validity of the release in this release Section 2 under the requirements of the Age Discrimination in Employment Act (“ADEA”), and covenant not to xxx is any right or claim that canExecutive shall not be waived by law, including, but not limited to, (a) any rights or claims responsible for reimbursing the attorney’s fees and costs of the Executive that arise after this Agreement becomes effective; (b) Releasees, or repaying any vested rights amounts or benefits paid under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanySection 1(c), any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with such a challenge to the validity of the release, nor shall any payments or benefits under Section 1(c) be forfeited in connection with such a challenge. However, Executive acknowledges that the release contained in this Agreement applies to all Claims Executive has under the ADEA, and that, unless the release is held to be invalid, all of Executive’s service as Claims under the ADEA shall be extinguished by execution of this Agreement. Executive further agrees that nothing in this Section 2 or this Agreement shall preclude or prevent Executive from filing a director, officer, employee charge with the U.S. Equal Employment Opportunity Commission or agent of the Company similar state or local agency. Executive agrees that he will not seek or accept any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted relief obtained on his behalf by any government agency; (e) the independent right , private party, class, or otherwise with respect to any Claims released in this Agreement. Executive warrants and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce represents that Executive has not filed any Claim released in this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)that Executive is not aware of any wrongdoing or violation of any law, 7(i)statute, 12 and 13 regulation, or policy by any of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfReleasees.

Covenant Not to Xxx. Executive understands For the purpose of giving a full and complete General Release, Employee covenants and agrees thatthat he has no pending claims or charges against the Released Parties (as defined in Paragraph 6 herein) that have not already disclosed. If Employee has any pending claims in a federal, state or local court, or in an arbitral forum, Employee agrees to the fullest extent permitted by law, Executive is precluded from filing or pursuing promptly file all appropriate papers requesting withdrawal and dismissal of such claims with prejudice. If Employee has any legal claim of any kind against any of the Company Releasees at any time in the future, in pending complaints with any federal, state or municipal courtlocal agencies, administrative agency Employee agrees to promptly submit all appropriate papers requesting withdrawal and dismissal of such complaints. Employee further agrees not to xxx any of the Released Parties or other tribunalbecome a party to a lawsuit on the basis of any claims of any type to date that arise out of any aspect of his employment or separation of employment, including but not limited to any claims or rights arising out of the “Executive Change in Leadership Agreement” executed by Employee and Citizens on April 13, 2020. Employee understands that this is an affirmative promise not to xxx any of the Released Parties, which is in addition to his General Release of claims that Executive has released and waived by virtue of executing in this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after Nothing in this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as prevents Employee from bringing an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of action challenging the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008Agreement. Executive understands, however, that, while this Agreement does not affect his/her right to file If a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any government agency pursue any claims commences an investigation on ExecutiveEmployee’s behalf, Employee specifically waives and releases his right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation, nor will Employee seek reinstatement to his former position with Citizens If Employee breaches this Agreement by suing any of the Released Parties in violation of this Covenant Not to Xxx, Employee understands that (i) the Released Parties will be entitled to apply for and receive an injunction to restrain any violation of this Paragraph, and (ii) Employee will be required to pay the Released Parties’ legal costs and expenses, including reasonable attorney fees, associated with defending against the lawsuit and enforcing the terms of this Agreement.