Common use of General Release of Claims Clause in Contracts

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. Executive(a) In exchange for good and valuable consideration, for the sufficiency and on behalf receipt of Executive and Executive’s heirswhich is hereby acknowledged by Employee, executorsEmployee hereby releases, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release discharges and forever discharge acquits the Company and all of its past and present Company, NuDevco, their respective parents, subsidiaries, subsidiaries and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans), in their respective subsidiariespersonal and representative capacities (collectively, affiliates, estates, predecessors, successors, and assigns (eachthe “Company Parties” or any one, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Party”) ), from liability for, and Employee hereby waives, any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands demands, or liabilities causes of every action of any kind whatsoever, in law that Employee has or in equitycould have, whether known or unknown, suspected against any Company Party, including any and all claims, damages, demands, or unsuspected (collectivelycauses of action relating to his employment, “Claims”) which Executive engagement or Executiveaffiliation with any Company Party, the termination of such employment, engagement or affiliation, Employee’s heirsstatus as a shareholder of a Company Party, executorsor any other acts or omissions related to any matter occurring or existing on or prior to the date that Employee executes this Agreement, administratorsincluding, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the any alleged violation through such date Executive executes this Agreement with respect to of: (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, ; (B) the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code; (D) the Americans with Disabilities Act of 1990, ; (E) the Employee Retirement Income Security Act of 1974, each as amended 1974 (“ERISA”); (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990; (H) the Occupational Safety and including each Health Act; (I) the Xxxxxxxx-Xxxxx Act of their respective implementing regulations and/or 2002; (J) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (K) any other federal, state, municipal or local anti-discrimination or foreign anti-retaliation law, including the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (L) any federal, state, municipal or local wage and hour law; (M) any other local, municipal, state, or federal law, regulation or ordinance; and (N) any public policy, contract, tort, or common law (statutoryclaim, regulatory including claims for breach of fiduciary duty, fraud, breach of implied or otherwise) that may be legally waived express contract, breach of implied covenant of good faith and releasedfair dealing, wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (ii) arising out of any allegation for costs, fees, or relating to the termination of Executive’s employmentother expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; or (iii) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive compensation plan (including the LTIP and any award agreement thereunder), equity-based plan, or other agreement with any Company Party; (iv) any claim, whether direct or derivative, arising under from, or relating to to, Employee's status as a member or holder of any policyinterests in the Company, agreementthe Parent, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee of their subsidiaries; and Executive(v) any claim for compensation, benefits, or damages of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to sxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to sxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company each and all of its past and present Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, subsidiariesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and affiliatesfully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective memberspartners, officers, directors, stockholdersmanagers, partnersshareholders, members, agents, employees, agentsheirs, representatives and divisions, attorneys, and each of their respective subsidiariestrustees, affiliatesadministrators, estatesexecutors, representatives, predecessors, successors, assigns, related organizations and assigns related employee benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), of, from and for any and all rights, claims, charges, actionsrights, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands or rights, remedies and liabilities of every whatsoever kind whatsoeveror character, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive past, present, or Executive’s heirsfuture, executors, administrators, successors or assigns that the Employee Releasors have ever had, may now has have, or may hereafter claim later assert against the Company Releasees whether or not arising out of or related to have Employee’s employment with Company or the termination of Employee’s employment by reason of any matterCompany (hereinafter referred to as “Employee’s Released Claims”), cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive executes this Agreement with respect to (A) Effective Date, including without limitation, any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeclaims, debts, obligations, and (B) causes of action of any such Claims kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local or state statute or regulation, statutory law including, without limitation, any law which prohibits discrimination or harassment on the Age Discrimination in Employment Act basis of 1967sex, as amended by the Older Workers Benefit Protection Actrace, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Act, each as amended any state or local wage and including each of their respective implementing regulations hour laws (to the fullest extent permitted by law), and/or any other federalstate or local laws which prohibit discrimination or harassment of any kind, stateincluding, local without limitation, the California Family Rights Act and the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release or foreign law (statutoryotherwise discharge any claim or cause of action that cannot legally be waived, regulatory or otherwise) that may be legally waived including, but not limited to, any claim for workers’ compensation benefits and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executiveunemployment benefits.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s himself/herself, his/her agents, attorneys, heirs, administrators, executors, administratorsassignors, successors assignees, and assignsanyone acting or claiming to act on his/her or their joint or several behalf, hereby voluntarilywaives, knowingly and willingly release releases, and forever discharge discharges the Company and all of Company, its past and present parents, subsidiaries, and business units, affiliates, each of their parent companies, predecessors, and successors, including but not limited to, [list if needed], and any respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneyslegal counsel (collectively, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands costs, expenses, liabilities, grievances, or liabilities of every kind whatsoever, in law or in equityother losses, whether known or unknown, suspected that in any way arise from, grow out of, or unsuspected (collectively, “Claims”) which Executive are related to or connected with his employment with the Company or the termination thereof or Executive’s heirsservice as an officer or director of the Company or its affiliates or the termination of such service, executorsincluding, administratorsbut not limited to, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating and all matters related in any way to Executive’s employment relationship with or resignation or separation from the Company, or the Executive’s ownership of Company or any other Releasee, and stock (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by “Released Claims”). In compliance with the Older Workers Benefit Protection Act, Title VII of Executive acknowledges that Executive is also specifically waiving any claims under the Civil Rights Act of 1964federal Age Discrimination in Employment Act, as amended. This Agreement does not prohibit the Americans with Disabilities Act of 1990, following rights or claims: (1) claims that first arise after Executive signs the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local Agreement or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising which arise out of or relating in connection with the interpretation or enforcement of the Agreement itself; (2) any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute; (3) any rights Executive has to indemnification from the Company under the Company’s certificate of incorporation, bylaws or applicable law, in each case, as currently in effect, and as may be in effect from time to time; and (4) any rights Executive has to coverage under any director and officer liability insurance policy of the Company. If it is determined that any Released Claim covered by this Agreement cannot be waived as a matter of law, Executive expressly agrees that this Agreement will nevertheless remain valid and fully enforceable as to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executiveremaining Released Claims.

General Release of Claims. Executive(a) For and valuable consideration, for the receipt and sufficiency of which are hereby acknowledged, each of the Parties, on behalf of Executive himself or itself and Executiveanyone purporting to claim for or on behalf of him or it (each, a “Releasing Party”) hereby forever releases, discharges and acquits each other Party and each of such other Party’s heirspresent and former subsidiaries and other Affiliates, executorsand each of the foregoing entities’ respective past, administrators, successors present and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, future subsidiaries, and affiliatesAffiliates, each of their respective stockholders, members, partners, directors, officers, directors, stockholders, partnersmanagers, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estatesheirs, predecessors, successorssuccessors and representatives in their personal and representative capacities, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and well as all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have employee benefit plans maintained by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeof its affiliates, and all fiduciaries and administrators of any such plans, in their personal and representative capacities (Bcollectively, the “Released Parties”), from liability for, and each Releasing Party hereby waives, any and all claims, damages, or causes of action of any kind related to the Company, Director’s service on the Board, and any other acts or omissions related to any matter on or prior to the time that each Releasing Party executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such Claims arising under date of any federalstatute, local or state statute or regulation, including, without limitationincluding the Xxxxxxxx-Xxxxx Act of 2002, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or or any other federallocal, statestate or federal law, local regulation, ordinance or foreign law (statutory, regulatory orders which may have afforded any legal or otherwise) that may be legally waived and releasedequitable causes of action of any nature; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) any claim arising under or relating to any public policy, agreementcontract, understanding tort, or promisecommon law, written including any such law or oralclaim relating to defamation, formal emotional distress, wrongful termination, tortious interference with contract or informalbusiness relationships, between the Company breach of any covenant of good faith or fair dealing, fraud or misrepresentation of any kind; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iv) any and all rights, benefits, or claims any Releasing Party may have under any incentive or compensation plan or agreement or under any other Releasee benefit plan, program or practice; and Executive(v) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, each Releasing Party is simply agreeing that, in exchange for any consideration received by each Releasing Party pursuant to this Agreement, any and all potential claims of this nature that each Releasing Party may have against any of the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company Corporation and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the Company or any other Releaseecase may be, of the Corporation and its subsidiaries and affiliates, (B) any such Claims arising transaction prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Corporation to Executive and (D) Executive’s termination of employment with the Corporation under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; The Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security as amended; The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as amended; The Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivelocal, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. In exchange for the mutual promises set forth in this Agreement (including the Payments), Executive, for and on behalf of Executive and Executive’s himself, his agents, attorneys, heirs, administrators, executors, administrators, successors and assigns, and other representatives, and anyone acting or claiming on his or their joint or several behalf, hereby voluntarilyreleases, knowingly and willingly release waives, and forever discharge discharges the Company and all of Corporation, each Group Company, including, in each case, its past and or present parents, subsidiaries, and affiliates, each of their respective membersemployees, officers, directors, stockholderstrustees, partnersboard members, employeesshareholders, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estatesparent entities, predecessorssubsidiaries, successors, assigns, and assigns other representatives, and anyone acting on their joint or several behalf (each, individually, a “Releasee,” collectively referred to as the “Releasees”) ), from any and all rights, known and unknown claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands costs, expenses, liabilities, or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating other losses that in any way arise from, grow out of, or are related to Executive’s employment relationship with the Company Corporation or any other Releaseeof the Group Companies or his separation of employment therefrom. By way of example only and without limiting the immediately preceding sentence, Executive agrees that he is releasing, waiving, and discharging any and all claims against the Corporation and the Releasees under (Ba) any such Claims arising under any federal, state, or local employment law or state statute or regulationstatute, including, without limitationbut not limited to Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967(“ADEA”), as amended by the Older Workers Benefit Protection Act (“OWBPA”), the Genetic Information Non-Discrimination Act (XXXX), the Xxxxxxxx-Xxxxx Act, Title VII or other applicable state civil rights law(s) or any other federal law, statute, ordinance, rule, regulation or executive order relating to employment and/or discrimination in employment, and/or any claims to attorneys’ fees or costs thereunder, (b) any claims for wrongful discharge, retaliatory discharge, negligent or intentional infliction of emotional distress, interference with contractual relations, personal, emotional or physical injury, fraud, defamation, libel, slander, misrepresentation, violation of public policy, invasion of privacy, or any other statutory or common law theory of recovery under any federal, state or municipal common law, or (c) any other federal, state or municipal law, statute, ordinance or common law doctrine affecting employment rights. Nothing herein shall be construed to prohibit Executive from filing a charge with the Equal Employment Opportunity Commission or the United States Securities and Exchange Commission Whistleblower unit or participating in investigations by those entities. However, Executive acknowledges that by signing this Agreement, Executive waives his right to seek individual remedies in any such action or accept individual remedies or monetary damages in any such action or lawsuit arising from such charges or investigations, including but not limited to, back pay, front pay, or reinstatement. Executive further agrees that if any person, organization, or other entity should bring a claim against the Releasees involving any matter covered by this Agreement, Executive will not accept any personal relief in any such action, including damages, attorneys’ fees, costs, and all other legal or equitable relief. Notwithstanding the generality of the Civil Rights Act foregoing, Executive does not release the following claims and rights: (i) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of 1964, applicable state law; (ii) claims to continued participation in certain of the Americans with Disabilities Act Corporation’s group benefit plans pursuant to the terms and conditions of 1990, the Employment Agreement and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, each as amended amended, and including each to any vested benefits to which he is entitled under any retirement plan of their respective implementing regulations and/or the Corporation that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or under any other federal, state, local equity-based plan or foreign law (statutory, regulatory or otherwise) that may be legally waived and releaseddeferred compensation plan of the Corporation; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating Executive’s right, if any, to indemnification, advancement of expenses and the protections of any directors’ and officers’ liability policies of the Corporation, as set forth in paragraph 20 of the Employment Agreement; (iv) Executive’s rights to any policy, payments or benefits due to him under paragraph 6 of the Employment Agreement (including under the applicable agreements referenced therein (to the extent provided in paragraph 6 of the Employment Agreement)); (v) any rights under this Agreement; and (vi) any claim that cannot lawfully be waived by private agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. Executive, for (a) Xxxxx and on behalf of Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknownwhich Xxxxx now has, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date Executive executes upon which Xxxxx signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with Xxxxx’x service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Xxxxx signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Executive Employment Agreement by and between the Company and Xxxxx, dated as of February 28, 2012 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Xxxxx and (E) Xxxxx’x termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974as amended; The Workers Adjustment and Retraining Notification Act, each as amended amended; The Occupational Safety and including each of their respective implementing regulations and/or Health Act, as amended; any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivelocal, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.. IF 1= 1 "" "1" 3

General Release of Claims. Executivea. In exchange for the Severance Payments, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by Employee to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, genetic information or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act, or any other federal, state or local law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974, each as amended a vested benefit under the terms of that plan); any and including each of their respective implementing regulations and/or all claims pursuant to any other federalstate law, stateincluding but not limited to, local the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Pennsylvania Equal Pay Law, 43 P.S. §§ 336.1-336.10, and the Pennsylvania Protection of Employees Act, 34 Pa. Code § 319.1 et seq.; any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or foreign law (statutoryreemployment by the Releasees; any and all claims for wages, regulatory bonuses, incentive compensation, equity compensation, stock payments or otherwise) that may be legally waived appraisal rights, phantom stock payments, or other compensation or benefits, and released; (ii) arising out of any and all claims for compensatory or relating to the termination of Executivepunitive damages, interest, attorney’s employment; fees, or (iii) arising under or relating to any policycosts, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee including costs and Executivefees already incurred.

General Release of Claims. (a) The Executive, for himself and on behalf of Executive and Executive’s his heirs, executors, administrators, successors administrators and assigns, if any, and anyone purporting to claim by or through the Executive, does hereby voluntarilywaive, knowingly and willingly release and forever discharge the Company and all of Company, its past and present parents, subsidiaries, predecessors, successors, assigns, employee benefit plans and affiliatestrusts, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneysif any, and each of their respective subsidiariespast, affiliatespresent and future managers, estatesmembers, predecessorsdirectors, successorsofficers, partners, agents, employees, attorneys, representatives, fiduciaries, plan sponsors, administrators and assigns trustees, if any, (eachhereinafter collectively “the Company Released Parties”), individually, a “Releasee,” collectively referred to as the “Releasees”) of and from any and all rights, claims, charges, actions, causes of action, complaintsclaims (including without limitation, sums any claim for wrongful discharge or breach of moneycontract and claims under the federal, state or local employment discrimination laws such as Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act and other similar laws) suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, covenants, contracts, promises, obligations, damagesattorneys’ fees, demands or costs and all other liabilities of every any kind or description whatsoever, in either at law or in equity, whether known or unknown, suspected or unsuspected (collectivelyand whether or not based on his employment or the termination of his employment, “Claims”) which that the Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have has had against any of the Company Released Parties for or by reason of any mattercause, cause matter or thing event whatsoever: (i) arising from , through the beginning of time up date the Executive signs this Agreement. Notwithstanding anything to the date Executive executes contrary set forth in this Agreement with respect Section, this Release shall not apply to claims relating to the validity or enforcement of this Agreement, claims that cannot be waived under applicable law (A) e.g., unemployment compensation claims), claims for any such Claims relating in accrued benefit under the terms of any way to Executive’s employment relationship with employee benefit plan within the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act meaning of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act maintained by the Company (except that it will apply to any severance benefits that otherwise might be payable outside of 1974this Agreement) or claims for indemnification or defense to which the Executive is entitled under the Certificate of Incorporation, each as amended and including each of their respective implementing regulations the Bylaws and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out insurance policy of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or its subsidiaries. Nothing in this Agreement precludes the filing of an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) or the Executive’s ability to testify, assist or participate in an investigation, hearing or proceeding conducted by the EEOC, though the Executive shall not seek or accept any personal or monetary relief should he or any other Releasee and Executiveperson, organization or entity assert any such claim on his behalf.

General Release of Claims. Executive3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company each and all of its past and present Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, subsidiariesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and affiliatesfully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective memberspartners, officers, directors, stockholdersmanagers, partnersshareholders, members, agents, employees, agentsheirs, representatives and divisions, attorneys, and each of their respective subsidiariestrustees, affiliatesadministrators, estatesexecutors, representatives, predecessors, successors, assigns, related organizations and assigns related employee benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), of, from and for any and all rights, claims, charges, actionsrights, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands or rights, remedies and liabilities of every whatsoever kind whatsoeveror character, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive past, present, or Executive’s heirsfuture, executors, administrators, successors or assigns that the Employee Releasors have ever had, may now has have, or may hereafter claim later assert against the Company Releasees whether or not arising out of or related to have Employee’s employment with Company or the termination of Employee’s employment by reason of any matterCompany (hereinafter referred to as “Employee’s Released Claims”), cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive executes this Agreement with respect to (A) Effective Date, including without limitation, any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeclaims, debts, obligations, and (B) causes of action of any such Claims kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local or state statute or regulation, statutory law including, without limitation, any law which prohibits discrimination or harassment on the Age Discrimination in Employment Act basis of 1967sex, as amended by the Older Workers Benefit Protection Actrace, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Act, each as amended any state or local wage and including each of their respective implementing regulations hour laws (to the fullest extent permitted by law), and/or any other federalstate or local laws which prohibit discrimination or harassment of any kind, stateincluding, local or foreign law (statutorywithout limitation, regulatory or otherwise) that may be legally waived the California Family Rights Act and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee California Fair Employment and ExecutiveHousing Act.

General Release of Claims. Executive, for You agree to release and hold harmless (on behalf of Executive yourself and Executive’s your family, heirs, executors, administratorssuccessors and assigns) now and forever, the Employer and the Company and any of the foregoing entities’ past, present or future parent and subsidiary corporations, affiliates, divisions, successors and assigns, hereby voluntarily, knowingly assigns (whether or not incorporated) and willingly release and forever discharge the Company and all any of its past and past, present parentsor future employees, subsidiariesagents, and affiliates, each of their respective membersassigns, officers, directors, stockholders, partners, employees, agents, representatives shareholders and attorneys, and each of attorneys whether acting in their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns individual or representative capacity (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from and waive any and all rightsclaim that you have presently, claimsmay have or have had in the past, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected against the Released Parties upon or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the world through the date Executive executes you execute this Agreement with respect Agreement, including, without limitation, all claims arising from your employment with, or termination of employment from, the Employer and the Company, or otherwise, including but not limited to, any and all claims brought or that could be brought pursuant to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, state or local or state statute or regulation, (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the 1990 Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, as amended well as any state or local equivalents of any of the foregoing, and all other applicable statutes regulating the terms and conditions of your employment), any regulation or ordinance, under the common law or in equity (including each of their respective implementing regulations and/or any other federalclaims for wrongful discharge, stateslander, local or foreign law (statutory, regulatory libel or otherwise) that may be legally waived and released; (ii) arising out of ), or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company Released Parties and you, including, without limitation, any claim you might have for severance, termination or severance pay pursuant to the Employer's severance policies or practices as from time to time in effect, or otherwise (the “Released Claims”). You expressly waive and relinquish all rights and benefits under any section of any law or legal principle of similar effect in any other Releasee jurisdiction with respect to your release of any unknown or unsuspected claims herein. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims which are not waivable as a matter of law; and Executive(ii) any claims for breach of this Agreement. You represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

General Release of Claims. ExecutiveEffective as of, and contingent upon, the Closing, and in partial consideration for receiving a portion of the Merger Consideration under this Agreement and for Acquirer entering into this Agreement, each Company Securityholder (for himself, herself or itself and on behalf of Executive and Executive’s his, her or its heirs, executors, administratorslegal representatives, successors and assigns) hereby (i) except as set forth in this Section 1.3(h), hereby voluntarilyforever fully and irrevocably waives any and all defenses against, knowingly claims against, including any claims for contribution from, and willingly release other rights to recourse against, the Company, the Surviving Corporation and the Indemnified Persons based on any claim that the Company (or any predecessor thereof) engaged in any misrepresentation or breached any representation or warranty or that a representation or warranty of the Company was inaccurate when made, or that the Company breached or was in noncompliance with any covenants or other obligations given or made by, or terms agreed to by, the Company, in each case, in this Agreement or any Transaction Document, including the Spreadsheet and the Company Closing Financial Certificate irrespective of whether or not such Spreadsheet or Company Closing Financial Certificate, and the information contained therein and the calculations thereon or therein, are complete or deviate from the terms set forth in the Certificate of Incorporation or any other organizational documents of the Company (collectively, the “Waived Rights”); (ii) forever discharge fully and irrevocably releases and discharges (A) the Company and all the Surviving Corporation and their Affiliates and Representatives (in their capacities as such) (excluding, for the avoidance of its past and present parentsdoubt, subsidiariesAcquirer) (collectively, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) from any and all rights, Liabilities and claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands any kind or liabilities of every kind whatsoevernature, in law or in equity, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, vested or contingent, suspected or unsuspected and whether or not concealed or hidden and however arising, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Company Released Party and that relate to or arise out of any facts, matters or circumstances existing as of or prior to the Closing (collectively, the “Company Released Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee), and (B) the Acquirer and its Affiliates and Representatives (in their capacity as such) (excluding for the avoidance of doubt, the Company Released Parties) (collectively, the “Acquirer Released Parties” and, together with the Company Released Parties, the “Released Parties”) from any and all Liabilities and claims, of any kind or nature, in law or equity, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, vested or contingent, suspected or unsuspected and whether or not concealed or hidden and however arising, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Acquirer Released Party, in each case within this clause (B) only as relates in any way to (x) the Company Securityholder’s interest in the Company Capital Stock or Company Options, (y) the Company’s operations or (z) any relationship (written or oral) between such Company Securityholder or its Affiliates, on the one hand, and any of the Company Released Parties, on the other hand in connection with such Company Securityholder’s interest in or with the Company or this Agreement or any of the other Transaction Documents, or the transactions contemplated hereby or thereby, including the consummation of the Merger and the other transactions contemplated by this Agreement (within this clause (B), the “Acquirer Released Claims” and, together with the Company Released Claims, the “Released Claims”); and (iii) irrevocably covenants and agrees not to, directly or indirectly, assert any Released Claim or commence (or cause to be commenced) any Legal Proceeding against any Released Party based in whole or in part upon any Released Claim. For the avoidance of doubt, the Released Claims does not include claims made with respect to the payment of the Merger Consideration or the Per Share Merger Consideration, or any rights to continuing indemnification, exculpation or expense advancement to the extent provided under (A) the organizational documents of the Company (B) any indemnification agreement to which the Company Securityholder and the Company are parties or (C) any applicable policy of directors’ and officers’ insurance maintained by the Company. No Company Securityholder shall be entitled to contribution from, subrogation to or recovery against any Released Party with respect to any losses or Liabilities imposed on or incurred by any Company Securityholder in connection with any Released Claim. The Company Securityholders recognize that they may have claims of which they are totally unaware and unsuspecting, but that which they are nevertheless releasing and giving up by providing the general release set forth above and in the Company Securityholder’s Letter of Transmittal and Option Consent, as applicable. Notwithstanding anything to the contrary in this Section 1.3(h), the foregoing releases, waivers and covenants shall not apply to any (i) defenses, claims and other rights to recourse that may be asserted by any Company Securityholder to enforce (A) against Acquirer and the other Company Securityholders the rights of such Company Securityholder and (B) the obligations of Acquirer and the other Company Securityholders, in the case of each of clauses (A) and (B), under, but subject to the terms of, this Agreement, the Stockholder Agreement, the Letter of Transmittal and the other Transaction Documents, as the case may be; provided that, this clause (i) shall not permit any Company Securityholder to raise a defense against, make any claims against, including any claims for contribution from, or assert any other rights to recourse against, the Released Parties, or any of them, with respect to any Waived Right or any Released Claim (it being understood that each Company Securityholder shall not be precluded from enforcing any of its rights or defenses provided to or retained by it under, but subject to, this Agreement or from asserting a claim for breach by Acquirer of this Agreement, in each case, in accordance with the terms and conditions set forth herein) (ii) claims relating to regular salary earned by, benefits and/or unreimbursed expenses accrued but unpaid to, any Company Securityholder as of the Closing in his or her capacity as an employee of the Company as of the Closing, (iii) subject to the provisions contained in this Agreement, claims by any Company Securityholder (if such Company Securityholder is a current or former director or officer of the Company) pursuant to the Certificate of Incorporation, the Bylaws, any indemnification agreement between the Company and such Company Securityholder that is set forth on the Company Disclosure Letter, or any current or former director’s and officer’s insurance policy or other fiduciary insurance policy maintained by the Company or the Surviving Corporation for the benefit of the Company Securityholder (if the Company Securityholder is a current or former director or officer of the Company) for indemnity, insurance benefits or reimbursement of expenses arising out of any claim brought against such Company Securityholder (if the Company Securityholder is a current or former director or officer of the Company) in his capacity as a director or officer of the Company, (iv) claims relating to amounts owed under any independent consultant, contractor or advisor agreement set forth on the Company Disclosure Letter to this Agreement but only if such amounts are Transaction Expenses or taken into account in the calculation of Company Net Working Capital, (v) any defenses, claims and other rights to recourse of the Company Securityholders that are necessary to enable the Securityholders’ Agent or such Company Securityholder to defend any claim for indemnification asserted by an Indemnified Person pursuant to this Agreement, including with respect to the release of the Indemnity Escrow Fund; provided that, this clause (v) shall not permit any Company Securityholder or the Securityholders’ Agent to raise a defense against, make any claims against, including any claims for contribution from, or assert any other rights to recourse against, the Released Parties, or any of them, with respect to any Waived Right or any Released Claim (it being understood that the Company Securityholder shall not be precluded from enforcing any of its rights or defenses provided to or retained by it under, but subject to, this Agreement or from asserting a claim for breach by Acquirer of this Agreement, in each case, in accordance with the terms and conditions set forth herein), (vi) other than with respect to any Waived Rights or any Released Claim that is released, discharged or the subject of a covenant or agreement not to assert such Waived Right or Released Claim or commence a Legal Proceeding based in whole or in part on such Waived Right or Released Claim, claims which may not be waived as a matter of Applicable Law, and (vii) defenses, claims and other rights to recourse of any Company Securityholder that are not related in any way to the Company or its businesses or operations, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. It is understood that if there is any conflict (other than with respect to validity and/or enforceability) between the release and discharge provided by a Company Stockholder in a Stockholder Agreement, and the general release set forth in this Section 1.3(h) or in the Letter of Transmittal, the release set forth in the Stockholder Agreement shall control to the extent of such conflict, and the general release above and in the Letter of Transmittal shall not be enforced against such Company Stockholder to the extent of any such Claims arising conflict. It is further understood and agreed that all rights under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII Section 1542 of the Civil Rights Act Code of 1964California and any similar law are hereby expressly waived by each Company Securityholder. Said section reads as follows: “CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and ExecutiveWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

General Release of Claims. ExecutiveIn consideration of the benefits described in Sections 6(a)-(e) of the Amendment (the “Expiration Benefits”), for which you acknowledge are not otherwise owed to you, you understand and agree that you are knowingly and voluntarily releasing, waiving and forever discharging, to the fullest extent permitted by law, on your own behalf and on behalf of Executive and Executive’s your agents, assignees, attorneys, heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns anyone else claiming by or through you (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleasors”) ), the Company, and its affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, consultants, agents, both individually and in their business capacities, and employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), of and from any and all rightsclaims under local, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands state or liabilities of every kind whatsoever, in law or in equityfederal law, whether known or unknown, suspected asserted and unasserted, that you and/or the other Releasors have or unsuspected may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (collectivelyincluding punitive or exemplary damages), liabilities or the like (including without limitation attorneys’ fees and costs) (collectively “Claims”) which Executive or Executive’s heirs), executors, administrators, successors or assigns ever had, now has or may hereafter claim including but not limited to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such all Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.for:

General Release of Claims. In consideration of the benefits under Section 4(b)(i) of the Employment Transition Agreement (the “Agreement”), effective as of January 1, 2013, by and among Leap Wireless International, Inc. (“Leap”), Cricket Communications, Inc. (“Cricket”) (collectively, the “Companies”) and Xxxxxxx X. Xxxxxxx (“Executive”), Executive does hereby for himself or herself and on behalf of Executive and Executive’s his or her spouse, beneficiaries, heirs, executors, administrators, successors and assigns, hereby voluntarilyrelease, knowingly and willingly release acquit and forever discharge the Company Companies and all of its past and present parents, subsidiaries, and affiliates, each of their respective membersstockholders, officers, directors, stockholders, partnersmanagers, employees, agentsrepresentatives, representatives related entities, successors and attorneysassigns, and each of their respective subsidiariesall persons acting by, affiliates, estates, predecessors, successors, and assigns through or in concert with them (each, individually, a “Releasee,” collectively referred to as the “Releasees”) of and from any and all rightsclaims, claimsactions, charges, actionscomplaints, causes of action, complaintsrights, sums of money, suitsdemands, debts, covenants, contracts, promises, obligations, damages, demands or liabilities accountings of every kind whatsoeverwhatever nature, in law or in equityexcept for criminal activity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive may have against the Releasees based on any actions or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up events which occurred prior to the date Executive executes of this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationGeneral Release, including, without limitationbut not limited to, those related to, or arising from, Executive's employment with the Age Discrimination in Employment Act of 1967Companies, as amended by the Older Workers Benefit Protection Actor his resignation therefrom, any claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Federal Age Discrimination and Employment Act and the California Fair Employment and Housing Act, but excluding claims under the Agreement (collectively, “Claims”). This General Release shall not, however, constitute a waiver of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; 's rights (a) to receive benefits to which he is entitled pursuant to Section 4 of the Agreement, (b) to indemnification under the Company's certificate of incorporation or (iii) arising bylaws, under general corporate law or relating to as an insured under any policy, agreement, understanding or promise, written or oral, formal or informal, between directors and officers liability insurance policy of the Company or (c) to pursue claims for or under any other Releasee and Executiveunemployment compensation, state disability insurance benefits pursuant to the terms of applicable state law or worker's compensation insurance policy or fund of the Company.

General Release of Claims. ExecutivePursuant to the terms of the Separation Agreement (the “Separation Agreement”) entered into on January 15, for 2021, between Global Indemnity Group, LLC (“GIG” and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company including all predecessor companies and all of its past entities controlled directly or indirectly by Global Indemnity Group, LLC, “GBLI”) and present parents, subsidiariesXxxxxxx Xxxxx (“Executive”), and affiliatesin exchange for the payments and benefits provided under the Separation Agreement, which Executive acknowledges Executive would not otherwise be entitled to receive, Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by GBLI, Fox Xxxxx & Company, LLC and each of their respective members, current and former officers, directors, stockholders, partners, employees, agents, representatives and investors, attorneys, and each of their respective subsidiariesshareholders, administrators, affiliates, estatesdirect and indirect parents and subsidiaries, predecessorsbenefit plans, successorsplan administrators, insurers, trustees, divisions, and assigns subsidiaries, predecessor and successor corporations and assigns, and all persons acting with or on behalf of them (eachcollectively, individually, a “Releasee,” collectively referred to as the “Releasees”) ). Executive, on Executive’s own behalf and on behalf of Executive’s heirs, family members, executors, agents, and assigns, hereby and forever releases and discharges the Releasees from any and all rightsclaims, claimscomplaints, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesduties, obligations, damagesdemands, demands or liabilities causes of every kind whatsoever, in law or in equityaction relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which that Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason possess against any of any matter, cause or thing whatsoever: (i) the Releasees arising from the beginning of time any omissions, acts, failures to act, facts, or damages that have occurred up to until and including the date Executive executes this Agreement with respect to General Release of Claims (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation“Release”), including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.:

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Oblazney hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to sxx the Company, all of Executive and Executive’s heirsits subsidiaries, executors, administratorsaffiliates, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and insurers, attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) from any and all rightscomplaints, claims, chargesdemands, actionsliabilities, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesdamages, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive that exist in whole or Executivein part as of the date Oblazney signs this Agreement, including, but not limited to, any claims based upon, arising out of or in any manner connected with the Employment Agreement, Oblazney’s heirsemployment with the Company, executorsthe separation of Oblazney’s employment with the Company, administratorsand/or any acts, successors omissions or assigns ever hadevents occurring on or before the date Oblazney signs this Agreement. Without limiting the generality of the foregoing, now Oblazney acknowledges that the foregoing release/covenant not to sxx is to be construed as broadly as possible and includes, but is not limited to, and constitutes a complete waiver of, any and all possible claims Oblazney has or may hereafter claim to have by reason of any matter, cause against the Company Released Parties under or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by (including the Older Workers Benefit Protection Act), Title VII of 29 U.S.C. § 621 et seq., the Civil Rights Act of 19641964 and 1991, as amended, 29 U.S.C. § 2000(e), the Americans with With Disabilities Act of 1990, as amended, 42 U.S.C. § 12,101 et seq., the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any amended, 29 U.S.C. § 1001 et seq., all other federal, statestate and local laws and statutes, local all wrongful discharge or foreign other state law claims and all contract claims or other theories of recovery as of the date Oblazney signs this Agreement; provided, however, Oblazney and the Company acknowledge and agree that the foregoing release/covenant not to sxx does not release or affect (statutorya) any rights Oblazney may have with respect to any vested benefits under any employer benefit plans or programs of the Company, regulatory including without limitation under either the Hurco Companies, Inc. 1997 Equity Incentive Plan and the Hurco Companies, Inc. 2008 Equity Incentive Plan; (b) any of Oblazney’s rights under this Agreement, (c) any claims for reimbursement of business expenses incurred prior to the Separation Date or otherwise(d) any rights or claims that may be legally waived and released; arise after the date Oblazney signs this Agreement. Oblazney has been advised by the Company that this Agreement does not prohibit Oblazney from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (ii“EEOC”) arising out of or relating to his employment with any of the termination Company Released Parties; provided, however, Oblazney waives and releases, to the fullest extent permitted by law, any and all entitlement to any form of Executive’s employment; personal relief arising from such charge or (iii) arising under or any legal action relating to such charge. Should the EEOC, any policyother administrative agency or other person bring a complaint, agreement, understanding charge or promise, written or oral, formal or informal, between legal action on Oblazney’s behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Oblazney signs this Agreement, Oblazney hereby waives any other Releasee rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands regulation or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Offer Letter, (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Executive and (E) Executive’s termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act of 1967, as amended by (“ADEA”); the Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, as amended; the Employee Retirement Income Security Worker Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivelocal, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. ExecutiveExcept as to such rights or claims as may be created by this Agreement, for Employee, and on behalf of Executive anyone and Executive’s any entity claiming through Employee, including but limited to Employee's heirs, executors, administrators, successors in interest, assigns and assignsagents, hereby voluntarily, knowingly and willingly release and forever discharge the Company Employer, and all of its past past, present and present parents, subsidiaries, and affiliates, each of their respective membersfuture employees, officers, directors, stockholdersmembers, agents, trustees, administrators, representatives, owners, shareholders, partners, employeesinsurers, agentsfiduciaries, representatives attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and attorneyssuccessors in interest, and each and all of their respective subsidiariesthem, affiliatesjointly and severally ( collectively the "Released Parties"), estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rightsliabilities, claims, charges, actions, causes of action, charges, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, costs, losses, damages, demands or liabilities injuries, penalties, interest, attorneys' fees, and other legal responsibilities, of every kind any form whatsoever, in law or in equity, whether known or unknown, suspected unforeseen, unanticipated, unsuspected or unsuspected (collectivelylatent, “Claims”) which Executive Employee has at any time owned or Executive’s heirsheld prior to Employee's execution of this Agreement, executorsincluding but not limited to, administratorsany and all claims arising out of, successors connected with, or assigns ever had, now has or may hereafter claim to have by reason relating to: • Employee's employment and/or the end of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s Employee's employment relationship with the Company Released Parties; • Employee's employment with the Released Parties; • Any act or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended omission by the Older Workers Benefit Protection Act, Released Parties; • Title VII of the Civil Rights Act of 1964, the Americans with Disabilities as amended; • The Civil Rights Act of 19901991, as amended; • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; • The Age Discrimination in Employment Act of 1967, as amended; • The Employee Retirement Income Security Act of 1974, each as amended amended; • The Immigration Reform and including each Control Act, as amended; • The Americans with Disabilities Act of their respective implementing regulations and/or any 1990, as amended; • The Fair Labor Standards Act, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; • The Occupational Safety and Health Act, as amended; • The California Fair Employment and Housing Act, as amended; • The California Labor Code, as amended; • California Equal Pay Law, as amended; • IWC Wage Orders, as amended; • Any other federal, statestate or local law, local regulation or foreign law (statutorymunicipal ordinance, regulatory including those regulating compensation and those prohibiting discrimination, harassment, or otherwise) that may be legally waived and releasedretaliation of any kind; (ii) arising out • Any claim based on violation of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any public policy, agreementbreach of contract, understanding or promisetort, written or oralfraud, formal or informalmisrepresentation, between the Company defamation, or any other Releasee common law claim; or • Any claim for costs, fees, interest, or other expenses, including attorneys' fees. The foregoing general release does not apply to any of Employee's claims that cannot be released as a matter of law. The Parties agree and Executiveacknowledge that the release and waiver set forth above shall not prevent Employee from participating in or cooperating with any state or federal agency's investigation or charge of discrimination, including the Equal Employment Opportunity Commission ("EEOC"). The Parties further agree and acknowledge that nothing in the Agreement prevents or prohibits Employee from filing a charge of discrimination with a state or federal agency, including the EEOC. However, Employee understands and agrees that Employee is releasing Employer from any and all claims by which Employee is giving up the opportunity to recover any compensation, damages, or any other form of relief in any proceeding brought by Employee or on Employee's behalf. 3.

General Release of Claims. ExecutiveIn consideration of the Company’s promises in this Agreement, for Employee, on Employee’s own behalf, and on behalf of Executive and ExecutiveEmployee’s family members, heirs, executors, administrators, successors successors, assigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES the Company, its predecessors, successors, and assigns, hereby voluntarilyas well as the past, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariespresent, and affiliatesfuture parent, subsidiary, and affiliated companies and divisions of the Company, its predecessors, successors, and assigns, as well as each of their respective memberspast, present, and future owners, officers, directors, stockholdersshareholders, members, managers, partners, employees, agents, representatives and independent contractors, attorneys, and each of their respective subsidiariesinsurers, affiliatesthird-party administrators, estatesbenefit plans, predecessors, successorsassignees, and assigns any other representative of whatever kind or nature (each, individually, a “Releasee,” individually and in their official capacities) (all released entities and individuals are collectively referred to as the “ReleaseesReleased Parties”) from any and all rightsactions, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands costs, or liabilities expenses that Employee has or may have had against any of every kind whatsoever, in law or in equitythem, whether known or unknown, suspected based upon acts or unsuspected (collectively, “Claims”) which Executive omissions occurring on or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from before the beginning of time up to the date Executive moment Employee executes this Agreement with respect Agreement, including but not limited to (A) any such Claims relating in any way claims arising directly or indirectly out of or related to ExecutiveEmployee’s employment relationship with with, or separation of employment from, the Company or any other ReleaseeCompany. For the avoidance of doubt, the Released Parties also specifically include Xxxxxx Inc. and Xxxxxx Performance Products Inc. This release is intended by the Parties to be as broad in scope as possible under applicable law, and (B) thus covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any such Claims arising state common law, under federal common law, under any state constitution, under the federal Constitution, or under any federal statute, state statute, local ordinance, or under any federal, state, or local regulation. Employee’s release specifically includes, without limitation, any and all claims against the Released Parties for discrimination and harassment based on race, color, sex, gender, national origin, ancestry, religion, disability, age, sexual orientation, gender identity, or any other protected category under federal, state statute or regulationlocal law. Employee also releases the Released Parties from any and all claims of retaliation, harassment or discrimination on account of all protected categories under applicable law, including, without limitation, age, race, color, sex, sexual orientation, marital status, disability, national origin, citizenship, veteran status and religion. Through this Agreement, Employee releases all claims against any of the Age Discrimination in Employment Act Released Parties that arises out of 1967or relates to any of the following statutes, as amended by from time to time: Title VII of the Older Workers Benefit Protection 1964 Civil Rights Act, Title VII Section 1981 of the Civil Rights Act of 19641866, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, each as amended the Sarbanes Oxley Act, the Xxxx-Xxxxx Xxxx Street Reform and including Consumer Protection Act, the Immigration Reform Control Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Uniformed Services Employment and Reemployment Rights Act, and the Employee Polygraph Protection Act. Further, Employee releases each of their respective implementing regulations and/or the Released Parties from any and all claims under Kentucky statutory or common law, or similar or related statutes of any other state or locality; and all other similar such statutes under federal, state, and/or local or foreign law (statutorylaw, regulatory or otherwise) that to the extent such claims may be legally waived. Employee also specifically releases each of the Released Parties from any claims based on public policy, contract, implied contract, misrepresentation, promissory estoppel, unjust enrichment, wrongful discharge, or other tort or common law. Further, through this Agreement, Employee releases the Released Parties from any and all claims arising out of or related to any employee handbooks, personnel manuals, or employment policies. Notwithstanding the foregoing, this release and this Agreement shall not affect (i) any rights or claims which by law cannot be waived and releasedby law or in a private agreement; (ii) claims arising out after the Effective Date of or this Agreement; (iii) claims related to the enforcement of this Agreement; (iv) claims relating to the termination validity of Executive’s employmentthe Age Discrimination in Employment Act (“ADEA”) waiver herein, but Employee agrees that he is not entitled to and will not accept any monetary relief whatsoever in the event he or anyone acting on his behalf successfully challenges the validity of the ADEA waiver set forth in this Agreement; (v) any rights or claims Employee may have to workers’ compensation or unemployment benefits; (vi) claims for accrued, vested benefits under any employee retirement plan of the Company or for reimbursement under any group health or disability plan in which Employee participated in accordance with the terms of such plans and applicable law; (vii) any claims or rights which Employee may have in connection with the Equity Grant Agreements between Employee and Xxxxxx Parent Holdings, LLC, the Equity Rollover Agreement between Employee and Xxxxxx Parent Holdings, LLC, or the Amended and Restated Limited Liability Company Agreement of Xxxxxx Parent Holdings, LLC; or (iiiviii) arising any rights or claims that Employee may have to indemnification as an officer, director, or employee under the Company’s Certificate of Incorporation, By-Laws, insurance policies maintained by the Company, or other Company policies or practice relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee executives. Employee hereby agrees that this release is given knowingly and Executive.voluntarily and acknowledges that:

General Release of Claims. Executivea. In exchange for the Release Consideration, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by you to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act or any other federal or state law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974a vested benefit under the terms of that plan); any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or reemployment by the Releasees; any and all claims for wages, each as amended bonuses, incentive compensation, equity compensation, stock payments or appraisal rights, phantom stock payments, or other compensation or benefits, and any and all claims for compensatory or punitive damages, interest, attorney’s fees, or costs, including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived costs and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivefees already incurred.

General Release of Claims. ExecutiveExcept as stated in Paragraph 6, you, for yourself and on behalf of Executive and Executive’s for your heirs, executors, administrators, successors trustees, legal representatives and assignsassigns (hereinafter referred to collectively as “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company Entities from all claims and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns Releasors ever had, now has have, or may hereafter claim to have by reason against the Company Entities, whether you currently have knowledge of any mattersuch claims and causes of action, cause arising, or thing whatsoever: (i) arising from the beginning which may have arisen, out of time up to the date Executive executes this Agreement or in connection with respect to (A) any such Claims relating in any way to Executive’s your employment relationship or termination of employment with the Company Company. This includes, but is not limited to claims, demands or any other Releasee, and (B) any such Claims actions arising under any federal, local federal or state statute or regulation, including, without limitation, law such as the Age Discrimination in Employment Act of 1967(“ADEA”), as amended by the Older Workers Benefit Protection ActAct (“OWBPA”), Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act of 1990(“ADA”), the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of 19741978 (“ERISA”), each the Worker Adjustment Retraining and Notification Act (“WARN”), the Fair Labor Standards Act (“FLSA”), the National Labor Relations Act (“NLRA”), the Occupational Safety and Health Act (“OSHA”) and the Rehabilitation Act, all as amended and including each of their respective implementing regulations and/or amended. This Release includes any state human rights or fair employment practices act, or any other federal, statestate or local statute, local ordinance, regulation or foreign law (statutoryorder regarding conditions of employment, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the compensation for employment, termination of Executive’s employment; , or (iii) arising under discrimination or relating to any policyharassment in employment on the basis of age, agreementgender, understanding or promiserace, written or oralreligion, formal or informaldisability, between the Company national origin, sexual orientation, or any other Releasee protected characteristic, and Executivethe common law of any state. You further understand that this Release extends to all claims that Releasors may have as of this date against the Company Entities based upon statutory or common law claims for breach of contract, breach of employee handbooks or other policies, breach of promises, fraud, wrongful discharge, defamation, emotional distress, whistleblower claims, negligence, assault, battery, or any other theory, whether legal or equitable. You agree that this Release includes all damages available under any theory of recovery, including, without limitation, any compensatory damages (including all forms of back-pay or front-pay), attorneys’ fees, liquidated damages, punitive damages, treble damages, emotional distress damages, pain and suffering damages, consequential damages, incidental damages, statutory fines or penalties, and/or costs or disbursements. Except as stated in Paragraph 6, Releasors are completely and fully waiving any rights under the above stated statutes, regulations, laws, or legal or equitable theories.

General Release of Claims. Executivea. You, for and on behalf of Executive yourself and Executive’s your heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly irrevocably and willingly unconditionally release and forever discharge the Company Company, Insperity and all of its past and present parentstheir respective current and former parent companies, subsidiaries, subsidiaries and affiliates, each other affiliated companies as well as any of their respective memberscurrent and former insurers, directors, officers, directorsagents, stockholders, partnersshareholders, employees, agentsconsultants, representatives and representatives, attorneys, and each of their respective subsidiaries, affiliates, estatesowners, predecessors, successors, successors and assigns (eachcollectively, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), from and against any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, liabilities and demands or liabilities of every any kind whatsoever, in law or in equity, whether known or unknown, vested or unvested, accrued or yet to accrue, suspected or unsuspected unsuspected, contingent or non-contingent (collectively, “Claims”) which Executive ), that you or Executive’s your heirs, administrators, executors, administratorsrepresentatives, successors or assigns ever had, now has have or may hereafter claim to have have, by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes you sign this Agreement with respect to Agreement, including, but not limited to, any such Claims: (A) any such Claims relating arising out of or in any way relating to Executive’s your employment relationship with by, affiliation with, or position as an employee, officer, member, or representative of, the Company or any other Releaseeof the Released Parties, (B) arising out of or relating to tort, fraud, or defamation, and (BC) any such Claims arising under any federal, state, local or state foreign statute or regulation, regulation including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Equal Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the New York Executive Laws (including the New York State Human Rights Law), the New York State Paid Family Leave Benefits Law, the New York State Civil Rights Law, the New York Labor Law, the New York Worker Adjustment and Retraining Act, the New York Corrections Law, the New York City Administrative Code (including the New York City Human Rights Law), the Massachusetts Fair Employment Practices Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act, and the Massachusetts Sexual Harassment Statute, each as amended and including each of their respective implementing regulations and/or and any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and or released; (ii) arising out of or relating to your employment relationship with the Company or any other Released Parties and/or the termination or cessation of Executive’s employmentyour employment relationship, including without limitation any and all Claims relating to or arising from the events, allegations, and/or subject matter of that certain letter correspondence dated March 8, 2024 from The Mxxxx Xxxxxx Law Group to the Company; (iii) relating to wrongful discharge, constructive discharge, or breach of contract; or (iiiiv) arising under or relating to any policy, agreement, understanding understanding, or promise, written or oral, formal or informal, between the Company or any other Releasee Released Parties and Executiveyou, including but not limited to the Offer Letter and the Plan; provided however, that notwithstanding the foregoing, nothing contained in this release shall impair, waive and/or release (u) claims and/or rights that the Company and/or any of the Released Parties defend, indemnify and/or hold you harmless, (w) your right to enforce the terms of this Agreement, (v) your rights to your Vested Options, Vested RSUs and/or any other similar interest and/or equity, (x) any recovery to which you may be entitled pursuant to state laws regarding workers’ compensation and/or unemployment insurance, (y) any rights you may have to vested benefits under employee benefit plans, (z) any rights or claims that cannot be validly waived under applicable law, and (aa) any claims and/or rights you may have against the Company that arise after the date you sign this Agreement.

General Release of Claims. ExecutiveBased on the consideration provided to Employee in this Agreement, for the Releasing Parties irrevocably and on behalf of Executive and Executive’s heirsunconditionally release, executorswaive, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) Released Parties from any and all rights, claims, chargesdemands, actions, causes of action, complaintscosts, sums of moneyexpenses, suitsattorneys’ fees, debts, covenants, contracts, promises, obligations, damages, demands or damages and liabilities of every any kind whatsoever, in law or in equitycharacter, whether known or unknown, suspected asserted or unsuspected unasserted, fixed or contingent, or liquidated or unliquidated, which Employee has, had, or may ever have against any of the Released Parties arising out of, related to, or in connection with any facts or events occurring on or before the date that Employee executes this Agreement (collectively, the “Claims”) which Executive or Executive’s heirsincluding, executorsbut not limited to, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating arising out of or in any way related to ExecutiveEmployee’s employment relationship with the Company or any of the other ReleaseeReleased Parties or the termination of such employment. This release includes, and but is not limited to, the following Claims: (Bi) any such Claims law or equity claims; (ii) contract (express or implied) claims; (iii) tort claims (including, without limitation, claims for defamation, battery, assault, intentional infliction of emotional distress, or negligence); (iv) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, ancestry, disability, religion, veteran or state statute military status, sexual orientation, or regulationany other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act of 1967Act, as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 19901991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Pregnancy Discrimination Act, the Family and Medical Leave Act, the Genetic Information and Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, the National Labor Relations Act, the Fair Credit Reporting Act, the Labor Management Relations Act, Chapter 21 of the Texas Labor Code, or any other federal, state, or local laws or ordinances of any jurisdiction); (v) claims under any other federal, state, local, municipal, or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance; (vi) claims arising under the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal(“ERISA”), state, local or foreign law (statutory, regulatory or otherwise) that except such rights as may be legally waived and releasedvested under any retirement plan sponsored by the Company; (iivii) arising out of or relating claims for compensation pursuant to the termination of Executive’s employmentLetter Agreement and/or the CICP; or (iiiviii) arising under any other statutory or relating common law claims related to any policy, agreement, understanding Employee’s employment or promise, written or oral, formal or informal, between separation from employment with the Company or any of the other Releasee Released Parties. This Agreement is a full and Executivefinal general release by Employee of all Claims that arise wholly or in part from any act or omission occurring before this Agreement is signed by Employee. Employee confirms that this Agreement was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases the Company and each of the other Released Parties from any Claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. Employee understands and agrees that (except as otherwise specified in this Agreement) by signing this Agreement, Employee is giving up the right to pursue any legal Claims released herein that Employee may currently have against the Company or any of the other Released Parties, whether or not Employee is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this Agreement are (i) Claims arising after the date Employee signs this Agreement, if any, including any future Claims relating to the Company’s performance of its obligations hereunder, (ii) any claim for unemployment compensation, (iii) any claim for workers’ compensation benefits, (iv) any vested, future benefits which Employee is entitled to receive under any Company “employee benefit plan,” within the meaning of Section 3(3) of ERISA, and the regulations promulgated thereunder; (v) indemnification or payment under any applicable directors and officers liability insurance policy, applicable state and federal law, and the Company’s by-laws, certificate of formation, or other agreement, (vi) any vested interest Employee may have in any 401(k) plan by virtue of Employee’s employment with the Company; and (vii) any rights Employee may have under any equity award agreement with respect to any vested equity awards thereunder.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to sxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to sxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to her employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to xxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assignsassigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the date Executive executes this Agreement with respect to (Ai)(A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection ActAct (the “ADEA”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the District of Columbia Human Rights Act, the District of Columbia Family and Medical Leave Act, the District of Columbia Accrued Sick and Safe Leave Act, the Florida Civil Rights Act (§§ 760.01 to 760.11, Fla. Stat.), the Florida Whistleblower Protection Act (§§ 448.101 to 448.105, Fla. Stat.), the Florida Workers' Compensation Retaliation provision (§ 440.205, Fla. Stat.), the Florida Minimum Wage Act (§ 448.110, Fla. Stat.), Article X, Section 24 of the Florida Constitution (Fla. Const. art. X, § 24) and the Florida Fair Housing Act (§§ 760.20 to 760.37, Fla. Stat.), each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. 1. Xxxxxxx Xxxxxxxxx (“Executive”), for himself and on behalf of Executive and Executive’s his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 6(b) (other than the Accrued Amounts) of the Employment Agreement to which this release is attached as Exhibit A (the “Employment Agreement”), does hereby voluntarily, knowingly and willingly release and forever discharge Cartesian Growth Corporation (the Company and all of “Company”), its past and present parents, subsidiaries, affiliated companies, successors and affiliatesassigns, each of their respective membersand its current or former directors, officers, directors, stockholders, partners, employees, agentsshareholders or agents in such capacities (collectively with the Company, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debtscontroversies, covenants, contracts, promises, obligations, damages, claims and demands or liabilities of every kind whatsoever, in law for or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) , whether known or unknown including, but not limited to, all claims under any applicable laws arising from the beginning of time up to the date Executive executes this Agreement under or in connection with respect to (A) any such Claims relating in any way to Executive’s employment relationship with or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the Company job or incurred as a result of loss of employment, or for unpaid wages, back pay, commissions, bonuses, incentive pay, vacation pay, legal fees, severance or other compensation; any claims arising under any contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, or fraud and breach of duty, or any legal restrictions on the Company’s right to terminate employees; and any federal, state or other Releaseegovernmental common law, and (B) any such Claims arising statute, regulation, or ordinance, including without limitation or under any federal, state or local or state statute law or regulation, including, including without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, limitation claims arising under or relating to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act of 2008, the Worker and Adjustment Retraining Notification Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Rehabilitation Act of 19741973, Section 125 of the New York Workers’ Compensation Law, the New York State Constitution, N.Y.S. Senate Xxxx 8091, the New York City Administrative Code, the New York State and City Human Rights Laws, the New York Labor Law and the New York Constitution, each of the foregoing as amended amended. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and including each through this General Release of their respective implementing regulations and/or Claims encourages him to consult with his attorney with respect to possible claims under the ADEA and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section 6 of the Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the Company. Nothing contained in this Agreement shall affect any right Executive has to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) or any other federaladministrative agency with respect to which such right cannot be waived, statesubject to the restriction that if any such charge is filed, local Executive agrees to the fullest extent permitted by law not to violate the confidentiality provisions of this Agreement. By signing this General Release, Executive further represents and agrees that, to the fullest extent permitted by law, Executive will not be entitled to any personal recovery in any action or foreign law (statutory, regulatory proceeding before the EEOC or otherwise) otherwise that may be legally waived and released; (ii) commenced on Executive’s behalf arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivematters released hereby.

General Release of Claims. In consideration for the compensation to be paid to him as described in Paragraph 4 of this Agreement, Executive, for and on behalf of Executive and Executive’s himself, his heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly irrevocably and willingly release unconditionally releases and forever discharge the Company and all of discharges Sento Corporation, its past and present subsidiaries, affiliates, parents, subsidiariespredecessors and successors, and affiliates, each of their respective members, its officers, directors, stockholdersshareholders, partners, agents and employees, agentsand all persons, representatives and attorneyscorporations, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns or other entities who might be claimed to be jointly or severally liable with it (each, individually, a “Releasee,” collectively referred to as the “ReleaseesSento Parties”) ), from any and all rightscharges, complaints, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or and liabilities of every any kind or nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, hereinafter referred to as “Claimsclaim” or “claims”) which Executive Executive, or Executive’s heirsanyone claiming by or through him has, executorsor claims to have, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason regarding events that have occurred as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect (hereinafter referred to (A) as the “Release”). This Release extends, without limitation, to any such Claims relating and all claims related in any way manner to Executive’s employment relationship with Sento, the Company or any other Releaseehiring by Sento of a Successor Officer and transition of Executive’s functional responsibilities to such Successor Officer, the agreement herein with respect to Executive’s resignation as set forth in Paragraph 3 of this Agreement, and (B) any such Claims arising including without limitation all claims under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (“ADEA”), as amended by the Older Workers Benefit Protection ActAct (“OWBPA”), Utah laws on payment of wages to employees and all other labor, employment and discrimination laws contained in Utah Code Title VII of 34, Utah Code Title 34A or the Civil Rights Act of 1964Utah Labor Code, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, statestate or local statues, local ordinances or foreign other law (statutorywith respect to labor, regulatory employment, discrimination, wages, compensation or otherwise) benefits, and any other federal or state common law or equity claims; provided, however, that this release does not extend to any claim Executive may be legally waived and released; (ii) arising out of or relating have for disability benefits pursuant to the termination terms of Executive’s employment; an employee welfare benefit plan sponsored or (iii) arising under maintained by Sento or relating to any claim for defense or indemnity under any provision of Sento’s, or any Sento Entity’s, articles of incorporation, bylaws, other governing instruments, board of director resolutions, policies or practices, or under any insurance policy, agreementcovering actions of directors, understanding officers, employees, trustees, and administrators (or promise, written or oral, formal or informal, between the Company comparable positions) of Sento or any other Releasee Sento Entity. It is expressly understood and Executiveagreed by the parties that, except as set forth in this Paragraph, this Release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, and that all rights are expressly waived under any statute or law of any jurisdiction providing, in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. This Paragraph 8 is not a release of claims of Executive or his covered family members under any health or life insurance, or similar, policies or claims for breach of this Agreement.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release unconditionally releases and forever discharge discharges and covenants not to xxx the Company and all of its past affiliated entities and present parents, subsidiaries, all of its and affiliates, each of their respective memberscurrent and/or former employees, officers, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to Agreement, including, but not limited to: (Aa) any such Claims relating claims based upon, arising out of or in any way to manner connected with Executive’s employment relationship with the Company or any other ReleaseeCompany, and the separation of Executive’s employment with the Company, and/or the Employment Agreement; (Bb) any such Claims all claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (29 U.S.C. § 621 et seq.), as amended by (the Older Workers Benefit Protection “Age Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any ”); (c) all claims arising under all other federal, state, state and local or foreign law (statutory, regulatory or otherwise) that may be legally waived and releasedlaws; (iid) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Agreement. Without limiting the generality of the foregoing, Executive acknowledges that the foregoing release/covenant not to xxx is to be construed as broadly as possible and includes, but is not limited to, and constitutes a complete waiver of, any and all possible claims against the Company Released Parties under the Age Act and all other federal, state and local laws and statutes as of the date Executive signs this Agreement. Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any of the Company’s employee pension, retirement or welfare benefit plans, or (ii) any rights Executive may have for indemnification of (or insurance coverage with respect to) any third-party claim relating to the termination of Executive’s employment; or service as director, officer and/or employee of the Company. Executive has been advised by the Company that this Agreement does not prohibit Executive from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission (iii“EEOC”) arising under or relating to his employment with the Company; provided, however, Executive waives and releases, to the fullest extent permitted by law, any policyand all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, agreementany other administrative agency or other person bring a complaint, understanding charge or promise, written or oral, formal or informal, between legal action on Executive’s behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Agreement, Executive hereby waives any other Releasee rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 13 of that certain Employment Agreement, dated as of November 1, 2007, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. ExecutiveExcept as specified below, for Executive waives and on behalf of Executive and Executive’s heirsreleases the Company, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariesLTI, and affiliates, each of their respective membersformer, officers, directors, stockholders, partners, employees, agents, representatives and attorneyscurrent, and each of their respective subsidiariesfuture parents, affiliates, estatesrelated entities, predecessors, successors, and assigns subsidiaries, and each of these entities’ respective current and former officers, directors, agents, employees, attorneys, assigns, insurers, Company Group sponsored or established benefit plans, administrators, fiduciaries, and trustees of any Company Group sponsored or established benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Releasees”) ), to the maximum extent permitted by law, from any and all rights, claims, charges, actions, claims or causes of action, complaintswhether or not now known, sums of moneyforeseen or unforeseen, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in act, event, or omission occurring through and including the date on which Executive signs this Agreement, and including but not limited to any way to matter arising out of or connected with Executive’s hire or employment relationship with the Company or any other Releaseethe termination of such employment, and (B) any such Claims arising under any federal, local or state statute or regulation, including, including without limitation, the Age Discrimination claims for compensation, bonuses, commissions, stock options, restricted stock, equity of any form or nature, shadow stock (excluding, in Employment Act of 1967each case, any Equity Rights, as amended by defined below), wages, monetary damages, and including any claim based in tort, contract, statute, regulation, constitutional provisions, or any other common law claim, any claims of wrongful discharge, defamation, slander, libel, fraud, assault, battery, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, negligence, personal injury, invasion of privacy, false imprisonment, conversion, breach of contract (whether express, oral, written or implied from any source), and breach of the Older Workers Benefit Protection Actcovenant of good faith and fair dealing, promissory estoppel, fraud, any claims for alleged discrimination, retaliation or harassment based on sex, age, race, national origin, disability, sexual orientation, medical condition, pregnancy, or any other protected basis, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Rehabilitation Act, the Equal Pay Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, each the Fair Labor Standards Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, except as amended prohibited by law, the Xxxxxxxx-Xxxxx Act of 2002, the New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the New Jersey Family Leave Act, and including each of their respective implementing regulations and/or any and all other constitutional, federal, state, state and local or foreign law (statutory, regulatory or otherwise) that may be legally waived laws and released; (ii) arising out of or regulations relating to employment, all as amended, and any and all claims for attorneys’ fees and costs, and interest and penalties (collectively, the termination of Executive’s employment; or (iii) arising under or relating “Claims”), with the only exceptions to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee such waiver and Executive.release being:

General Release of Claims. (a) In consideration of the Company's promises, covenants and agreements set forth in this Agreement, including the payment and benefits set forth in Section 2, certain of which Executive hereby acknowledges are not otherwise owed to Executive, and for other good and valuable consideration, receipt of which is hereby acknowledged, Executive hereby knowingly, voluntarily and irrevocably releases, waives and forever discharges, to the fullest extent permitted by law, on Executive's own behalf and on behalf of Executive and Executive’s 's agents, assignees, attorneys, heirs, executors, administratorsadministrators and anyone else claiming by or through Executive (collectively, successors and assignsthe “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all each of its past and present parentsaffiliates, subsidiaries, predecessors, successors or assigns, and affiliates, each any of its or their respective memberspast or present stockholders, members or other equity holders, and any of its or their respective past or present directors, executives, officers, directorsinsurers, stockholders, partnersattorneys, employees, consultants, agents, representatives employee benefits plans and attorneystrustees, fiduciaries, and each administrators of their respective subsidiariesthose plans (collectively, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, charges, actionscomplaints, liens, demands, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages (including consequential, punitive or exemplary damages), demands liabilities or liabilities the like of every kind whatsoeverwhatever nature (including attorneys' fees and costs), in whether under local, state or federal law or in equityequity or otherwise, whether known or unknown, suspected or unsuspected and whether asserted and unasserted (collectively, “Claims”) which ), that Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has and/or any of the other Releasors have or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: (i) arising from the beginning Released Parties as of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating Effective Date and/or in any way relating to or arising out of any aspect of Executive’s 's employment relationship with the Company, separation from employment with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended Executive's treatment by the Older Workers Benefit Protection ActCompany while in the Company's employ, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local all Claims for or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.related to:

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to xxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive(a) In exchange for the Release Consideration, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by Employee to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act or any other federal or state law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974a vested benefit under the terms of that plan); any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or reemployment by the Releasees; any and all claims for wages, each as amended bonuses, incentive compensation, equity compensation, stock payments or appraisal rights, phantom stock payments, or other compensation or benefits, and any and all claims for compensatory or punitive damages, interest, attorney’s fees, or costs, including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived costs and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivefees already incurred.

General Release of Claims. Executive1. In consideration for the benefits promised to the Employee in, and set forth in Appendix A to, the Separation Agreement and Release executed on _______ (the “Separation Agreement”), which Xxxxx X. Xxxxx (hereinafter referred to as “Employee”) acknowledges and agrees are just and sufficient consideration for the waivers, releases and on behalf of Executive commitments set forth herein, Employee hereby WAIVES, RELEASES and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge FOREVER DISCHARGES the Company and all of its past and present parents, subsidiaries, affiliates and affiliatesdivisions, each their respective successors and assigns, and all of their respective memberspast and present directors, officers, directorsrepresentatives, stockholders, partnersagents, employees, agents, representatives and attorneys, agents and each trustees or administrators of any Company plan, whether as individuals or in their respective subsidiaries, affiliates, estates, predecessors, successorsofficial capacity, and assigns the respective heirs and personal representatives (eachtogether, individually, a “Releasee,” collectively referred to as the “Releasees”) ), from any and all rights, legally waivable claims, chargesgrievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, complaintssuits, arbitrations, sums of money, suitsattorneys’ fees, debtscosts, covenantsdamages or any right to any monetary recovery or any other personal relief, contracts, promises, obligations, damages, demands whether known or liabilities of every kind whatsoeverunknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which Employee now has, ever has had, or may hereafter have, based upon or arising from any fact or set of facts, acts or omissions, whether known or unknownunknown to Employee, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to until the date Executive executes of execution of this Agreement with respect to Release (A) any such Claims together, “Claims”), arising out of or relating in any way to ExecutiveEmployee’s employment or other relationship with the Company or termination of that employment or other relationship. This RELEASE includes, but is not limited to, any other Releasee, and (B) any such Claims arising claim for unlawful discrimination under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act(“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Older Workers’ Benefits Protection Act of 1990(“OWBPA”), the Equal Pay Act (“EPA”), , the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of 1974fiduciary duty under ERISA), the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 (“ADA”), 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993 (“FMLA”), New York State Human Rights Law, New York Equal Pay Law, New York State Civil Rights Law, New York Off-duty Conduct Lawful Activities Discrimination Law, New York State Labor Relations Act, Article 23-A of the New York State Corrections Law, New York Whistleblower Statute, New York Family Leave Law, New York Minimum Wage Act, New York Wage and Hour Law, New York Wage Hour and Wage Payment Law, New York State Worker Adjustment and Retraining Notification Act, the retaliation provisions of New York Workers’ Compensation Law; New York City Human Rights Law; and the New York City Earned Sick Time Act, including all amendments thereto. In consideration for Employee’s release of the Releasees, the Company hereby discharges and generally releases Employee from all claims, causes of action, suits, agreements, and damages which each as amended such party may have now or in the future against Employee for any act, omission, or event relating to Employee’s employment with the Company or termination of employment therefrom occurring up to and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating the date on which Employee signs this Release to the termination extent that any such claim, cause of Executive’s employment; or (iii) arising under or relating to any policyaction, suit, agreement, understanding or promisedamages is based on facts, written acts, omissions, circumstances, or oralevents actually known as of the date of this Release to the Company’s Board of Directors (“Board”), formal or informalfacts, between acts, omissions, circumstances, or events which, as of the Company or any other Releasee and Executivedate of this Release, the Board reasonably should have been aware of.

General Release of Claims. ExecutiveEmployee releases, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release acquits and forever discharge the Company discharges Employer and all of its past former and present parentscurrent subsidiary and affiliated entities, subsidiaries, and affiliates, each of their respective membersdirectors, officers, directorsmanagers, stockholdersemployees, shareholders, insurers, attorneys, agents, partners, employeeslicensees, agents, representatives and attorneysrepresentatives, and each of their respective subsidiariessuccessors and assigns, affiliatesboth individually and in their corporate capacities (collectively, estates, predecessors, successors, "Released Parties") of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rightsliabilities, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debtscontroversies, covenants, contracts, promises, obligationsagreements, damages, demands or liabilities of every kind whatsoeverjudgments, in law or in equity, whether known or unknown, or suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive that Employee now or Executive’s heirs, executors, administrators, successors or assigns ever had, now hereafter has or may hereafter claim to have against the Released Parties (or any of them) for, upon, or by reason of CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE PAGE 1 any matter, cause thing, act or thing omission whatsoever: , arising or occurring on or at any time prior to (ibut not after) arising from the beginning of time up to the date Executive on which Employee executes this Agreement with respect to (A) Agreement. Employee agrees that this release is general and complete in nature, and includes, but is not limited to, any such Claims relating in any way to Executive’s employment claims arising out of Employee's relationship with Employer and the Company termination thereof; any claims for wages, compensation, or any other Releasee, and benefits (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act any bonus compensation and any accrued, but unused vacation); any claims for compensatory or exemplary damages; any claims relating to or arising out of 1967, any express or implied contract or covenant; any claims relating to or arising under any federal or state statute (such as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities federal Age Discrimination in Employment Act ("ADEA"), the Sarbanes-Oxley Act of 19902002, and the Oregon Revised Statutes); and any xxxxxx xxxxxxg at common law. Employee Retirement Income Security Act intends that this general and complete release is binding and enforceable notwithstanding the possibility that Employee may hereafter discover facts which, if such facts had been known by Employee as of 1974the execution of this Agreement, each as amended may have materially affected his decision to enter into this Agreement. Employee knowingly and including each intentionally hereby waives the benefit of their respective implementing regulations and/or any other federalstate or federal statute, statelaw, local order, or foreign law (statutory, regulatory or otherwise) rule that may be legally waived and released; (ii) arising out of or relating would provide to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivecontrary.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assignsassigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the date Executive executes this Agreement with respect to (Ai)(A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, [Insert applicable state laws] each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. ExecutiveIn consideration of the promises set forth in that certain Separation Agreement between Heartware, for Inc. (the “Company”) and me, dated May 13, 2008 (the “Agreement”) I, on behalf of Executive myself and Executive’s my heirs, executors, administratorsadministrators and assigns (collectively, successors and assigns“the Releasors”), hereby voluntarilyrelease each of the Company, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, employees and agents, representatives and attorneysHeartware Limited, its parent company, any subsidiary or other affiliated entity and their respective officers, directors, trustees, stockholders, employees and agents, and each of their respective subsidiariesheirs, affiliatesdistributees and personal and legal representatives (all of the foregoing, estatesincluding the Company, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively being referred to as the “ReleaseesCompany Released Parties”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities causes of every kind whatsoeveraction that I may now have, in law or in equityhave ever had, whether known or unknown, suspected either at law, in equity, or unsuspected mixed (collectively, “Claims”) which Executive or Executive’s heirs), executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: (i) arising from the beginning of time Company Released Parties up to the date Executive executes this Agreement with respect to (A) hereof, except as provided in the immediately following paragraph hereof. Without limiting the generality of the foregoing, I also specifically release each of the Company Released Parties from any such Claims relating in any way to Executive’s and all claims, demands and causes of action which have been or could have been asserted as a result of my employment relationship with the Company Company, separation from employment or other status with the Company, including but not limited to all wrongful discharge claims; all claims relating to any contracts of employment (other Releaseethan this Agreement), express or implied; any covenant of good faith and (B) fair dealing, express or implied; any such Claims tort of any nature; any claims relating to harassment or discrimination of any sort, any claims arising under out of any federal, local state or state municipal statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, ordinance; any claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment Act of 1967, as amended, the Family Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, as amended, the Federal Rehabilitation Act of 1973, the Americans with Disabilities Act of 19901992, any and all applicable laws of the Employee Retirement Income Security Act State of 1974Florida, each as amended or at common law, and including similar provisions under the laws of any other State, and any other laws or regulations relating to employment, discrimination, retaliation or civil rights and any and all claims for attorneys’ fees and costs. In addition, and not in limitation of the foregoing, I hereby forever release and discharge each of their respective implementing regulations and/or the Company Released Parties from any other federalliability or obligation to reinstate or reemploy me in any capacity. Notwithstanding the foregoing, stateI do not intend to release, local and this General Release shall not be construed as releasing, any unperformed obligations of the Company arising pursuant to the Agreement. I have not filed any complaints, charges or foreign law (statutoryclaims for relief against any of the Company Released Parties with any local, regulatory state or otherwise) that may be legally waived federal court, administrative body or adjudicative body. I further agree and released; (ii) covenant not to xxx, bring any claims or charges against or commence any legal action against the Company, or any of the Company Released Parties, with respect to any matters arising out of or relating to my employment with or separation from the termination Company, except as to claims arising out of Executive’s employment; or the terms and conditions of this Agreement. Date: , 2009 (iiiemployee name) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.EXHIBIT C

General Release of Claims. Executive(a) Except for claims “carved-out” in Paragraph 5(c) below, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge expressly waives any claims against the Company and all of releases the Company including the Company’s predecessor, successor, parent, subsidiary and affiliated entities, as well as its past and present parentstheir officers, subsidiaries, and affiliates, each of their respective members, officersemployees, directors, stockholders, partners, employeesmanagers, agents, representatives representatives, attorneys and attorneysassigns, past and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns present (each, individually, a “Releasee,” collectively 3 referred to herein as the “Company Releasees”) from any and all rights, claims, chargesdemands, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityand nature, whether known or unknown, suspected or unsuspected unsuspected, fixed or contingent, that Executive now owns or holds or at any time may have held or owned against the Company Releasees or any of them, arising out of or in any way related to any transaction, agreement, occurrence, act, or omission whatsoever occurring, existing, or omitted at any time before the date hereof (collectively, collectively “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation), including, without limitation, any Claims: (i) Arising out of or in any way connected with Executive’s employment with the Age Discrimination Company (including, without limitation, any claims for wages, severance pay, bonuses, employment benefits whether related to the Company’s policies or welfare benefit plans, or damages of any kind whatsoever) and the termination thereof; (ii) Arising out of or in Employment Act any way related to any employment agreement or any other contracts, express or implied, any covenant of 1967good faith and fair dealings, as amended by express or implied, any theory of wrongful discharge, or any legal restriction on the Older Workers Benefit Protection ActCompany’s right to terminate employees; (iii) Arising out of or in any way related to any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, and/or to the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or extent waivable any other federal, state, state or local or foreign law (statutorystatutory or decisional), regulatory regulation, or otherwiseordinance, or any other legal limitation on the employment relationship including but not limited to any claims arising out of any federal, state or local statutes, orders or regulations prohibiting discrimination on account of race, color, creed or religion, sex, sexual harassment, national origin, age, handicap or disability, marital status, height, weight, pregnancy, or sexual preference or orientation thereof, retaliation; (iv) that may be legally waived Arising out of common law, whether sounding in contract or in tort, including, but not limited to, causes of action for wrongful discharge, quantum meruit, negligence, infliction of emotional distress, defamation, misrepresentation, fraud, conspiracy, invasion of privacy, interference with business advantage, interference with prospective economic advantage, interference with contractual relationship, failure to pay compensation of any kind, and/or failure to pay equal compensation for equal work. (b) Executive further understands and releasedacknowledges that: (i) This Agreement constitutes a voluntary waiver of any and all rights and claims Executive has against the Company Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; (ii) arising out Executive has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or relating remuneration to which he was already entitled; (iii) Executive is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; (iv) Executive has been afforded a period of at least 21 days to consider the termination terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than 21 4 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; (v) Executive agrees that material and/or immaterial changes to this Agreement made by any party after the date Executive was given this Agreement do not affect or restart the running of the twenty-one (21) day period and Executive agrees to waive any such claim that a material and/or immaterial change to this Agreement extended the applicable running time period; and (vi) Executive may revoke this Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective Date”). Executive understands that his revocation under this Paragraph 5(b) of the Agreement constitutes rejection of the entire Severance amount, all Benefit Payments and equity vesting pursuant to Paragraph 2(b). (c) This Agreement does not release (i) claims that cannot be released as a matter of law; (ii) claims that relate to events which may occur after execution of this Agreement; (iii) claims for the exclusive purpose of enforcing Executive’s rights under this Agreement; (iv) any claim or right held by Executive (whether as an officer, director, stockholder or in any other capacity) for coverage under the Company’s D&O policies or any similar coverage or protection or rights to indemnification provided under contract, the Company’s policies or the organizational documents of the Company (the “Indemnity Arrangements”); (v) any right to receive a reward for the provision of information to any governmental authority; or (vi) any right to compensation on account of Executive’s employment; or service as a non-employee director after the Termination Date. This Agreement shall not prohibit Executive from challenging the validity of the release of ADEA claims by seeking assistance from the Equal Employment Opportunity Commission (iii“EEOC”) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernment agency. This Agreement shall not preclude Executive from filing a charge with, or cooperating in an investigation by, any government administrative agency with respect to any other right waived herein, provided that Executive does not seek any damages, remedies, or other relief from the Company for himself personally, which Executive covenants not to do. 6.

General Release of Claims. In consideration for the compensation to be paid to him as described in Paragraph 4 of this Agreement, Executive, for and on behalf of Executive and Executive’s himself, his heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly irrevocably and willingly release unconditionally releases and forever discharge the Company and all of discharges Sento Corporation, its past and present subsidiaries, affiliates, parents, subsidiariespredecessors and successors, and affiliates, each of their respective members, its officers, directors, stockholdersshareholders, partners, agents and employees, agentsand all persons, representatives and attorneyscorporations, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns or other entities who might be claimed to be jointly or severally liable with it (each, individually, a “Releasee,” collectively referred to as the “ReleaseesSento Parties”) ), from any and all rightscharges, complaints, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or and liabilities of every any kind or nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, hereinafter referred to as “Claimsclaim” or “claims”) which Executive Executive, or Executive’s heirsanyone claiming by or through him has, executorsor claims to have, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason regarding events that have occurred as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect (hereinafter referred to (A) as the “Release”). This Release extends, without limitation, to any such Claims relating and all claims related in any way manner to Executive’s employment relationship with Sento, the Company or any other Releaseehiring by Sento of a Successor Officer and transition of Executive’s functional responsibilities to such Successor Officer, the agreement herein with respect to Executive’s resignation as set forth in Paragraph 3 of this Agreement, and (B) any such Claims arising including without limitation all claims under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (“ADEA”), as amended by the Older Workers Benefit Protection ActAct (“OWBPA”), Utah laws on payment of wages to employees and all other labor, employment and discrimination laws contained in Utah Code Title VII of 34, Utah Code Title 34A or the Civil Rights Act of 1964Utah Labor Code, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, statestate or local statues, local ordinances or foreign other law (statutorywith respect to labor, regulatory employment, discrimination, wages, compensation or otherwise) benefits, and any other federal or state common law or equity claims; provided, however, that this release does not extend to any claim Executive may be legally waived and released; (ii) arising out of or relating have for disability benefits pursuant to the termination terms of Executive’s employment; an employee welfare benefit plan sponsored or (iii) arising under maintained by Sento or relating to any claim for defense or indemnity under any provision of Sento’s, or any Sento Entity’s, articles of incorporation, bylaws, other governing instruments, board of director resolutions, policies or practices, or under any insurance policy, agreementcovering actions of directors, understanding officers, employees, trustees, and administrators (or promise, written or oral, formal or informal, between the Company comparable positions) of Sento or any other Releasee Sento Entity. It is expressly understood and Executiveagreed by the parties that, except as set forth in this Paragraph, this Release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, and that all rights are expressly waived under any statute or law of any jurisdiction providing, in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. This Paragraph 7 is not a release of claims of Executive or his covered family members under any health or life insurance, or similar, policies or claims for breach of this Agreement.

General Release of Claims. ExecutiveAs additional consideration for the waivers as set forth herein, for the Borrower (by its execution hereof) and on behalf each other Loan Party (by its execution of Executive the Consent appended hereto) and Executive’s heirseach of their respective agents, executorsemployees, administratorsdirectors, officers, attorneys, affiliates, subsidiaries, successors and assignsassigns (individually a "Releasing Party", and collectively the "Releasing Parties") each hereby voluntarily, knowingly and willingly release and forever discharge the Company Agent and each Lender and all of its past their respective agents, direct and present parentsindirect shareholders, employees, directors, officers, attorneys, branches, affiliates, subsidiaries, successors and affiliatesassigns (individually, each a "Released Party", and collectively, the "Released Parties") of their respective membersand from all damage, officersloss, directorsclaims, stockholdersdemands, partnersliabilities, employeesobligations (except for any such obligations pursuant to the terms of the Loan Documents, agentsas amended to date), representatives actions and attorneys, causes of action whatsoever (collectively "Claims") the Releasing Parties and each of their respective subsidiariesthem may, affiliatesas of the date hereof, estateshave or claim to have against each of the Released Parties, predecessors, successors, in each case whether presently known or unknown and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law nature and extent whatsoever on account of or in equityany way relating to, whether known arising out of or unknownbased upon the First Amendment, suspected the Second Amendment, the Third Amendment, the Fourth Amendment, the Conditional Waiver or unsuspected this Waiver (collectively, “Claims”the "Restructuring Documents") which Executive or Executive’s heirs, executors, administrators, successors the negotiation or assigns ever had, now has documentation thereof or may hereafter claim the amendments to have and waivers under the Loan Documents effected by reason of any matter, cause the Restructuring Documents or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationtransactions contemplated thereby, including, without limitation, the Age Discrimination in Employment Act all such loss or damage of 1967any kind heretofore sustained, or that may arise as amended by the Older Workers Benefit Protection Act, Title VII a consequence of the Civil Rights Act of 1964, dealings between the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating parties up to the termination date hereof in connection with or in any way related to the Restructuring Documents. Each Releasing Party further covenants and agrees that it has not assigned heretofore, and will not hereafter sue xxx Released Party upon, any Claim released or purported to be released under this Section 5, and the Borrower will indemnify and hold harmless said Released Parties against any loss or liability on account of Executive’s employment; any actions brought by any Releasing Party or (iii) arising under its assigns or prosecuted on behalf of any Releasing Party and relating to any policyClaim released or purported to be released under this Section 5. This agreement and covenant on the part of the Releasing Parties, agreementrespectively, understanding is contractual, and not a mere recital, and the parties hereto acknowledge and agree that no liability whatsoever is admitted on the part of any party with respect to any Claim released or promisepurported to be released under this Section 5. It is further understood and agreed that any and all rights under the provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, written WHICH IF 4 KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the Releasing Parties acknowledges that the foregoing release (including the foregoing waiver of the provisions of Section 1542 of the California Civil Code) was separately bargained for. Each Released Party acknowledges (without admission as in the existence of any specific fact) that the foregoing release shall not prevent any Releasing Party from making evidentiary references, in connection with any Claim not released or oralpurported to be released hereby, formal to the negotiation or informal, documentation of the Restructuring Documents or the amendments to the Loan Documents effected by the Restructuring Documents or the transactions contemplated by the Restructuring Documents or the dealings between the Company parties in connection with or in any other Releasee and Executiveway related to the Restructuring Documents. The Borrower represents to each Released Party that, as of the date hereof, neither Robexx Xxxxxxxx xxx Granx Xxxxxxx xxx actual knowledge of facts which would cause the Borrower to prevail on any Claim not released under this Section 5.

General Release of Claims. Executive(a) In exchange for the consideration provided in this Agreement, which you acknowledge and agree are just and sufficient consideration for the waivers, releases and on behalf of Executive commitments set forth herein, you hereby WAIVE, RELEASE and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge FOREVER DISCHARGE the Company and all of its past and present parents, subsidiaries, affiliates and affiliatesdivisions, each their respective successors and assigns, and all of their respective memberspast and present directors, officers, directorsrepresentatives, stockholders, partnersagents, employees, attorneys, agents, representatives and attorneysfiduciaries, plan administrators, services providers, parties in interest, and each trustees or administrators of their respective subsidiariesany Company plan or employee benefit plan sponsored by the Company, affiliates, estates, predecessors, successorsany Company plan, and assigns any employee benefit plan sponsored by the Company, whether as individuals or in their official capacity, and the respective heirs and personal representatives (eachtogether, individually, a “Releasee,” collectively referred to as the “Releasees”) ), from any and all rights, legally waivable claims, chargesgrievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, complaintssuits, arbitrations, sums of money, suitsattorneys’ fees, debtscosts, covenantsdamages or any right to any monetary recovery or any other personal relief, contracts, promises, obligations, damages, demands whether known or liabilities of every kind whatsoeverunknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which you now have, ever have had, or may hereafter have, based upon or arising from any fact or set of facts, acts or omissions, whether known or unknownunknown to you, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to until the date Executive executes of execution of this Agreement with respect to (A) any such together, “Claims”), including, but not limited to, Claims arising out of or relating in any way to Executive’s your employment or other relationship with the Company or termination of that employment or other relationship. The release under this Section 3 includes, but is not limited to, any other Releasee, and (B) any such Claims arising claim for unlawful discrimination under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act(“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Older Workers’ Benefits Protection Act of 1990(“OWBPA”), the Equal Pay Act (“EPA”), the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of 1974fiduciary duty under ERISA), the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 (“ADA”), 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993 (“FMLA”), New York State Human Rights Law, New York Equal Pay Law, New York State Civil Rights Law, New York Off-duty Conduct Lawful Activities Discrimination Law, New York State Labor Relations Act, Article 23-A of the New York State Corrections Law, New York Whistleblower Statute, New York Family Leave Law, New York Minimum Wage Act, New York Wage and Hour Law, New York Wage Hour and Wage Payment Law, New York State Worker Adjustment and Retraining Notification Act, the retaliation provisions of New York Workers’ Compensation Law; New York City Human Rights Law; and the New York City Earned Sick Time Act, including all amendments thereto. In consideration for your release of the Releasees, the Company hereby discharges and generally releases you from all claims, causes of action, suits, agreements, and damages which each as amended such party may have now or in the future against you for any act, omission, or event relating to your employment with the Company or termination of employment therefrom occurring up to and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating the date on which you sign this Agreement to the termination extent that any such claim, cause of Executive’s employment; or (iii) arising under or relating to any policyaction, suit, agreement, understanding or promisedamages is based on facts, written acts, omissions, circumstances, or oralevents actually known as of the date of this Agreement to the Company’s Board of Directors (“Board”), formal or informalfacts, between acts, omissions, circumstances, or events which, as of the Company or any other Releasee and Executivedate of this Agreement, the Board reasonably should have been aware of.

General Release of Claims. Executive, for You hereby generally and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly completely release and forever discharge the Company and all Axovant Sciences Ltd (“ASL”), along with each of its past and present their parents, subsidiaries, and successors, predecessors, affiliates, each of their respective members, officers, directors, stockholdersagents, partnersservants, employees, agents, representatives and attorneys, and each of their respective subsidiariesshareholders, affiliates, estates, predecessors, successors, insurers and assigns (eachcollectively, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, chargesliabilities, actionsdemands, causes of action, complaintscosts, sums of moneyexpenses, suits, debts, covenants, contracts, promises, obligationsattorney’s fees, damages, demands or liabilities indemnities and obligations of every kind whatsoeverand nature, in law law, equity or in equityotherwise, whether known or and unknown, suspected and unsuspected, arising out of or unsuspected in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Release (collectively, the “Released Claims”) which Executive or Executive’s heirs). The Released Claims include, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoeverwithout limitation: (i) all claims directly or indirectly arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s your employment relationship with the Company or the termination of that employment relationship, or your relationships with any of the Released Parties stemming from your employment or advisory role as applicable or the termination of such relationships; (ii) claims or demands related to salary, bonuses, fees, retirement contributions, profit-sharing rights, incentive compensation, stock, stock options or any other Releaseeownership or equity interests with respect to the Company or its affiliates, or any other form of compensation or benefit excluding in your capacity as a shareholder in the Company or any affiliate thereof; and (Biii) any such Claims arising under claims pursuant to any federal, state or local or state law, statute or regulationcause of action in any jurisdiction related to employment, including, without limitation, the federal Age Discrimination in Employment Act of 19671967 (“ADEA”) as amended, as amended by the Older Workers Benefit Protection Act, Title VII of the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress and breach of the Employee Retirement Income Security Act implied covenant of 1974, each as amended good faith and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivefair dealing.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.. IF 17= 1 "" "17" 2

General Release of Claims. ExecutiveIN CONSIDERATION OF good and valuable consideration, for the receipt of which is hereby acknowledged, and in consideration of the terms and conditions contained in this Agreement and General Release (the “Agreement”) by and between Xxxxxxx Xxxxxxxx (the “Employee”) and i2 Technologies, Inc. (the “Company”), the Employee on behalf of Executive herself and Executive’s her heirs, executors, administratorsadministrators and assigns, releases and discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, employees, agents and/or owners, and their respective successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge any other person or entity claimed to be jointly or severally liable with the Company and all or any of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns the aforementioned persons or entities (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), from any and all rights, claims, charges, actions, manner of actions and causes of action, complaints, sums of money, suits, debts, dues, accounts, bonds, covenants, contracts, promisesagreements, obligationsjudgments, damagescharges, claims and demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected whatsoever (collectively, “ClaimsLosses”) which Executive or Executive’s the Employee and her heirs, executors, administrators, successors or administrators and assigns ever had, now has have or may hereafter claim to have against the Released Parties or any of them arising out of or by reason of any mattercause, cause matter or thing whatsoever: (i) arising whatsoever from the beginning of time up the world to the date Executive executes of execution of this Agreement with respect Agreement, including without limitation any and all matters relating to (A) any such Claims relating in any way to Executivethe Employee’s employment relationship with the Company Company, its subsidiaries or affiliates and the cessation of any other Releaseethereof, and (B) any such Claims and all matters arising under any federal, state or local or state statute statute, rule or regulation, includingor principle of contract law or common law, without limitationincluding but not limited to the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended by amended, 29 U.S.C. §§ 621 et seq. (the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964“ADEA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, each as amended amended, 29 U.S.C. §§ 1001 et seq., the Texas Labor Code, Tex. Labor Code §§ 21.001 et seq., the Minnesota Civil Rights Act, as amended; the Minnesota Minimum Wage Law, as amended; Equal Pay Law for Minnesota, as amended; and including each of their respective implementing regulations and/or any other equivalent or similar federal, statestate or local statute; provided, local however, that the Employee does not release or foreign law (statutory, regulatory or otherwise) that discharge the Released Parties from any of the Company’s obligations to her under the Agreement; any vested benefit the Employee may be legally waived and releaseddue under a tax qualified plan sponsored or maintained by the Company; (ii) arising out any rights of indemnification Employee may have pursuant to Company policy or relating under any applicable D&O policy; or Losses under the ADEA which arise after the date on which the Employee executes this general release. It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the termination Employee, any such wrongdoing being expressly denied. The Effective Date of Executive’s employment; or (iii) arising under or relating this Agreement shall be August 6, 2007. CORPORATE HEADQUARTERS, 00000 XXXX XXXX, DALLAS TX 75234 tel: 000-000-0000 xxx.x0.xxx Xxxxxxx Xxxxxxxx Initial: The Employee represents and warrants that she fully understands the terms of this general release, that she is hereby being advised in writing to seek, and has sought, the benefit of advice of legal counsel, and that she knowingly and voluntarily, of her own free will, without any policyduress, agreementbeing fully informed, understanding or promiseand after due deliberation, written or oralaccepts its terms and signs below as her own free act. Except as otherwise provided herein, formal or informalthe Employee understands that as a result of executing this general release, between she will not have the right to assert that the Company or any other Releasee of the Released Parties unlawfully terminated her employment or violated any of her rights in connection with her employment or otherwise. The Employee further represents and Executivewarrants that she has not filed, and will not initiate or cause to be initiated on her behalf, any complaint, charge, claim or proceeding against any of the Released Parties before any federal, state or local agency, court or other body relating to any claims barred or released in this General Release and will not voluntarily participate in such a proceeding. However, nothing in this general release shall preclude or prevent the Employee from filing a claim which challenges the validity of this general release solely with respect to the Employee’s waiver of any Losses arising under the ADEA. The Employee shall not accept any relief obtained on her behalf by any government agency, private party, class of litigants or otherwise with respect to any claims covered by this General Release.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands regulation or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any transaction or occurrence prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Executive’s Employment Agreement; (D) all cash incentive awards, commissions, and all equity or equity-based awards granted, or promised to be granted, by the Company to Executive (except such Claims arising awards which are owed under this Agreement) and (E) Executive’s employment or cessation of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act of 1967, as amended by (“ADEA”); the Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, as amended; the Employee Retirement Income Security Worker Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee local, state or federal law, regulation or ordinance, such as the California Family Rights Act, the California Fair Employment and ExecutiveHousing Act, the Occupational Safety and Health Act, the California Labor Code, including but not limited to the Private Attorneys General Act, any applicable California Industrial Wage Orders, all as amended; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. Executive, for (a) Ashburn and on behalf of Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknownwhich Ashburn now has, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date Executive executes upon which Ashburn signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to ExecutiveAshburn’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Ashburn signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Executive Employment Agreement by and between the Company and Ashburn, dated as of February 28, 2012 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Ashburn and (E) Ashburn’s termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974as amended; The Workers Adjustment and Retraining Notification Act, each as amended amended; The Occupational Safety and including each of their respective implementing regulations and/or Health Act, as amended; any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivelocal, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. The Executive, for and on behalf of Executive and the Executive, the Executive’s spouse, heirs, administrators, representatives, executors, administratorssuccessors, successors and assigns, and all other persons claiming through the Executive (collectively, “Releasors”), does hereby voluntarily, knowingly knowingly, and willingly release release, waive, and forever discharge the Company and all Company, together with each of its past past, present and present future owners, parents, subsidiaries, subsidiaries and affiliates, together with each of their respective memberscurrent, former and future directors, officers, directorspartners, agents, members, managers, insurers, employees, trustees, stockholders, partnersinvestors, employeesjoint ventures, agentsrepresentatives, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successorssuccessors and assigns, both individually and assigns in their official capacities (each, individually, a “Releasee,” collectively referred to as and collectively, the “Releasees”) from from, and does fully waive any obligations of any of the Releasees to Releasors for, any and all rights, claimsactions, charges, actions, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, losses, suits, debts, covenants, contracts, agreements, promises, obligations, damagesdemands, demands or accounts, expenses (including attorneys’ fees and costs) and liabilities of every any kind whatsoever, whether known or unknown, in law or in equity, whether known contingent or unknown, suspected or unsuspected absolute (collectively, “Claims”) ), which the Executive or Executive’s heirs, executors, administrators, successors or assigns any of the other Releasors ever had, now has has, or may hereafter claim to have by reason of any matter, cause cause, act, omission or thing whatsoever: (ia) arising from the beginning of time up to through the date the Executive executes or re-executes, as applicable, this Agreement with respect to (A) Release of Claims, including but not limited to, any such Claims (i) arising out of or relating in any way to the Executive’s employment relationship with the Company or any other Releasee, (ii) arising out of or relating to tort, fraud or defamation, and (Biii) any such Claims arising under any federal, local or state statute or regulation, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964(“ADEA”), the Americans with Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, the Texas Labor Code (including, but not limited to, the Texas Payday Law and Chapter 21 of the Texas Labor Code, and Texas Commission of Human Rights Act), and the Texas Whistleblower Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (iib) arising out of or relating to the termination of the Executive’s employment; or (iiic) arising under or relating to any policy, agreement, understanding understanding, or promise, written or oral, formal or informal, between the Company or any other Releasee and the Executive, including the Employment Agreement.

General Release of Claims. ExecutiveExcept for claims alleging breach of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company each and all of its past and present Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, subsidiariesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and releases, and affiliatesfully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Companies”) and each of their respective memberspartners, officers, directors, stockholdersshareholders, partnersagents, employees, agentsheirs, representatives and divisions, attorneys, and each of their respective subsidiariestrustees, affiliatesadministrators, estatesexecutors, representatives, predecessors, successors, assigns, related organizations, and assigns related employee benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), of, from and for any and all rights, claims, charges, actions, rights causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands or rights, remedies, and liabilities of every whatsoever kind whatsoeverof character, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive past or Executive’s heirspresent, executors, administrators, successors or assigns that the Employee Releasors have ever had, may now has have, or may hereafter claim later assert against the Company Releasees whether or not arising out of or related to have by reason Employee’s employment with Company or the termination of any matterEmployee’s employment with Company (hereinafter referred to as “Employees Released Claims”), cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive Employee executes this Agreement with respect to (A) Agreement, including without limitation, any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeclaims, debts, obligations, and (B) causes of action of any such Claims kind arising under any (i) contract, (ii) common law (including but not limited to any tort claims) or (iii) federal, state, or local or state statute or regulation, statutory law including, without limitation, any law which prohibits discrimination or harassment on the Age Discrimination in Employment Act basis of 1967sex, as amended by the Older Workers Benefit Protection Actrace, national origin, veteran status age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Worker’s Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Act, each as amended and including each of their respective implementing regulations and/or any other federalstate or local law; provided however, statethe Employee’s release does not waive, local release or foreign law (statutoryotherwise discharge any claim or cause of action that cannot legally be waived, regulatory including, but not limited to, any claim for unpaid wages, workers compensation benefits, or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executiveunemployment benefits.

General Release of Claims. Executive(a) As consideration for the Severance Benefits described in this Agreement, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release completely releases and forever discharge the Company and all of discharges Pandora, its past and present parentssubsidiary, subsidiariespredecessor(s), successor(s), and affiliatesrelated corporations, divisions and entities, and its and each of their respective members, current and former officers, directors, stockholders, partners, employeesexecutives, agents, representatives and investors, attorneys, and each of their respective subsidiariesshareholders, founders, administrators, affiliates, estatesbenefit plans, predecessorsplan administrators, successorsinsurers, divisions, successor corporations, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all legally waivable claims, complaints, rights, claimsduties, chargesobligations, demands, actions, liabilities and causes of action, complaints, sums action of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every any kind whatsoever, in law or in equity, whether presently known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive may have or have ever had against Releasees, including without limitation all claims arising from or connected with Executive’s heirsemployment by Pandora and Executive’s separation from employment, executorswhether based in common law, administratorstort, successors or assigns ever hadcontract (express or implied), now has or may hereafter claim to have by reason on federal, state or local laws or regulations, any and all claims Pandora Media, Inc. – Separation Agreement and General Release Tim Xxxxxxxxxx arising out of any matterdispute over tax withholding on the payments provided to Executive pursuant to this Agreement, cause or thing whatsoever: and any and all claims for attorneys’ fees and costs. Executive has been advised that Executive’s release does not apply to (i) arising from the beginning of time up to any rights or claims that may arise after the date that Executive executes executed this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and releasedAgreement; (ii) arising out claims that cannot be released as a matter of or relating law; (iii) any unemployment insurance claim; (iv) any workers’ compensation insurance benefits, to the termination extent any applicable state law prohibits the direct release of such benefits without judicial or agency approval; (v) continued participation in certain benefits under COBRA (and any state law counterpart), if applicable; and (vi) any benefit entitlements vested as of Executive’s last day of employment; or (iii) arising under or relating , pursuant to the written terms of any policy, agreement, understanding or promise, written or oral, formal or informal, between applicable Executive benefit plan sponsored by the Company or any other Releasee and ExecutiveCompany.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Xxxxxxxxx hereby generally, irrevocably and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release unconditionally releases and forever discharge discharges and covenants not to xxx the Company and all of its past subsidiaries and present parents, subsidiaries, affiliates and affiliates, each all of its and their respective memberscurrent and/or former employees, officers, shareholders, directors, stockholders, partners, employees, agents, representatives and attorneysagents, and each all persons acting by, through, or under or in concert with any of them, both individually and in their respective subsidiariesrepresentative capacities (collectively, affiliatesincluding without limitation the Company, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”"Company Released Parties") from any and all rightscomplaints, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys' fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive that exist in whole or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason in part as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes Xxxxxxxxx signs this Agreement with respect to (A) Agreement, including, but not limited to, any such Claims relating claims based upon, arising out of or in any way to Executive’s manner connected with Xxxxxxxxx'x employment relationship with the Company or its subsidiaries or affiliates, the separation of Xxxxxxxxx'x employment with the Company or its subsidiaries or affiliates, or the Employment Agreement; provided, however, the foregoing release/covenant not to xxx does not affect or relinquish any other Releaseeof Xxxxxxxxx'x rights, or the Company's obligations, under this Agreement, the Supplemental Retirement Plan, the Retirement Plans, the Deferred Compensation Plan, or the Stock Plans. Without limiting the generality of the foregoing, Xxxxxxxxx acknowledges that the foregoing release/covenant not to xxx is to be construed as broadly as possible and includes, but is not limited to, and (B) constitutes a complete waiver of, any such Claims arising and all possible claims against the Company Released Parties under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (29 U.S.C. Section 621 et seq.), as amended by the Older Workers Benefit Protection Actamended, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any all other federal, statestate and local laws and statutes, local and all wrongful discharge or foreign other state law (statutoryclaims and all contract claims, regulatory tort claims or otherwise) that may be legally waived and released; (ii) arising out other theories of recovery. Should any administrative agency or relating to the termination other person or entity bring a complaint, charge or legal action on Xxxxxxxxx'x behalf against any of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company Released Parties based on any acts, omissions or events occurring up through the date Xxxxxxxxx signs this Agreement, Xxxxxxxxx will notify such agency, person or entity promptly that the matter has been resolved to his satisfaction and that he does not wish to have the matter pursued. If such agency or other person or entity independently determines to initiate or pursue a complaint, charge or legal action on Xxxxxxxxx'x behalf against any other Releasee of the Company Released Parties based on any acts, omissions or events occurring up through the date Xxxxxxxxx signs this Agreement, Xxxxxxxxx hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency, person or entity.

General Release of Claims. Executive, for (a) Xxxxxx and on behalf of Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company Corporation and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknownwhich Xxxxxx now has, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date Executive executes upon which Xxxxxx signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with Xxxxxx’x service as an officer, director or employee, as the Company or any other Releaseecase may be, of the Corporation and its subsidiaries and affiliates, (B) any such Claims arising transaction prior to the date upon which Xxxxxx signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Employment Agreement by and between the Corporation and Xxxxxx, dated as of January 20, 2014 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Corporation to Xxxxxx and (E) Xxxxxx’x termination of employment with the Corporation under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; The Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security as amended; The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as amended; The Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, state, state or local civil or foreign human rights law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivelocal, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

General Release of Claims. ExecutiveIn consideration of the payments provided in Section 2.1 of that certain Separation Agreement, dated as of December 9, 2010, by and between Opnext, Inc. (the “Company”) and the undersigned (the “Separation Agreement”), and for other valuable consideration, the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the “Releasees” hereunder, consisting of the Company and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990Age Discrimination In Employment Act, the Employee Retirement Income Security Act Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have with respect to (i) any payments or benefits under Section 2 of 1974the Separation Agreement, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out any indemnification and/or related advancement of or relating expenses pursuant to the termination corporate governance documents of Executive’s employment; or (iii) arising under or relating to the Company, any policy, agreement, understanding or promise, written or oral, formal or informal, indemnification agreement between the undersigned and the Company or applicable law, or the protections of any other Releasee directors and Executiveofficers liability insurance policies of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. ExecutiveFor good and valuable consideration, for the receipt of which is acknowledged, I, the undersigned, agree to and on behalf of Executive and Executive’s heirshereby do, executorsintending to be legally bound, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of CSS Industries, Inc., its past and present parents, subsidiariesaffiliates, and affiliatesrelated companies, each of their respective memberspast, present and future officers, directors, stockholders, partnersattorneys, employees, agents, representatives shareholders and attorneys, agents and each of their respective subsidiaries, affiliates, estates, predecessors, successors, successors and assigns (eachjointly and severally, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany”) from any and all rights, claimsactions, charges, actions, causes of actionaction or claims of any kind, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelywhich I, “Claims”) which Executive or Executive’s my heirs, executors, administratorsagents, successors or assigns ever had, now has have or hereafter may hereafter claim to have by reason against the Company arising heretofore, now or in the future, out of any matter, cause occurrence or thing whatsoever: (i) arising from the beginning of time up event existing or occurring prior to the date Executive executes this Agreement with respect execution hereof, relating to (A) any such Claims relating in any way to Executive’s employment relationship or arising out of my employment, and/or termination of employment, with the Company Company, any claim of discrimination based on age, sex, race, religion, color, creed, disability, citizenship, national origin or any other Releasee, and (B) any such Claims arising under any factor prohibited by federal, state or local or state statute or regulation, including, without limitation, law (including any claims under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act(or state counterpart), Title VII of the Civil Rights Act of 19641964 (or state counterpart) and other applicable federal, the Americans with Disabilities Act state and local laws), any claim for breach of 1990contract, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any common law claim, now existing or hereinafter recognized, such as libel, slander, fraud, promissory estoppel, equitable estoppel, misrepresentation or wrongful discharge. Excluded from this general release are only: (i) any claim which I may have against the Company for non-payment of any compensation and benefits (other federal, state, local or foreign law than any claims for severance) owed me with respect to the period prior to the Separation Date (statutory, regulatory or otherwise) that may be legally waived as defined in the attached Agreement between the Company and releasedme); (ii) arising out the Severance Payments, Medical Benefits and other compensation and payment expressly due to me under the terms of the attached Agreement; (iii) any claims I may have for indemnification or advancement under state or other law or the charter, articles, or by-laws of the Company, or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the termination period when I was a director or officer of Executive’s employmentthe Company; and (iv) any claim that arises out of any matter, occurrence or (iii) arising under or relating event occurring exclusively after the execution hereof. This Release does not affect any rights I may have in my capacity as a stockholder of CSS Industries, Inc. I agree to any policy, agreement, understanding or promise, written or oral, formal or informal, between the terms set forth above and understand them. I acknowledge that the Company has advised me to consult an attorney concerning the effect of this general release. I acknowledge that I have been told by the Company that I will receive no payments under the attached Agreement, or any other Releasee consideration, if I do not execute this general release of all claims and Executive.deliver it to the Company on or after the Separation Date but no later than twenty-two (22) days after the Separation Date. Thus, I understand that I have a minimum of twenty-one (21) days from the Separation Date to consider whether to sign this general release. I also understand that I have eight (8) days after signing and delivering this general release to revoke it as to potential claims under the Age Discrimination in Employment Act. I acknowledge that I have been told by the Company that I will receive no payments or any other consideration under the attached Agreement if I revoke the Release during that eight (8) day period. Witness signature Xxxxx X.X. Xxxxxxx Print Name: Date:

General Release of Claims. ExecutiveConditioned upon Borrower’s and Lender’s compliance with all of the terms of this Agreement, for upon the Effective Foreclosure Date, each party hereto (“Releasor” and on behalf collectively, “Releasors”) knowingly and voluntarily releases and forever discharges the other and each of Executive their parent companies and Executivesubsidiaries, their current and former directors, officers, employees, agents, attorneys, trustees and all related persons, successors and assigns (each in his/her individual and official capacities and each a “Releasee” and collectively, “Releasees”) of and from any and all claims, whether known or unknown, anticipated or unanticipated, disclosed or undisclosed, which any party has or may have against any Releasee or Releasees and the Releasee’s heirs, executors, administrators, representatives, beneficiaries, successors and/or assigns as of the date hereof. Without limiting the generality of the foregoing, the claims hereby released and assignswaived by each party includes, hereby voluntarilywithout limitation, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”i) from any and all rights, claims, charges, actions, causes claims arising out of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship connected with the Company Transaction Documents; (ii) any and all Federal, state and/or local laws, requirements and regulations, including but not limited to tort or any other Releasee, common laws; and (Biii) any such Claims arising under any federalclaim for costs, local fees, or state statute or regulation, other expenses including, without limitation, the Age Discrimination in Employment Act of 1967attorneys’ fees, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of any such claim or relating claims (individually a “Released Claim” and collectively “Released Claims”). Each Party represents that it has not filed any charges, complaints, grievances or other actions with any court, administrative agency or other tribunal against any Releasee or Releasees in connection with any Released Claim or Released Claims and promises that it will not file any Released Claim or Released Claims against any Releasee or Releasees in the future. Each Party agrees that in the event of either Party’s breach or violation of this Section 6.5, the breaching Party shall fully reimburse any Releasee or Releasees for any and all fees, costs and/or expenses incurred by any Release or Releasees as the result of such breach or violation, including but not limited to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee reasonable attorneys’ fees and Executivecourt costs.

General Release of Claims. In exchange for the Consideration, the adequacy and sufficiency of which Executive expressly acknowledges, and all other consideration related to same, Executive, his heirs, estate, executors, administrators, successors, and other personal representatives (collectively, the “Releasors”) RELEASE, WAIVE, REMISE, AND FOREVER DISCHARGE Huntington, as defined in this Release and, for purposes of this Paragraph, as further defined to include all of Huntington’s past, present, and on behalf future assigns, successors, affiliates, parent and subsidiary organizations, divisions and corporations, officers, directors, shareholders, employees, and agents of Executive and Executive’s the same, as well as their heirs, executors, administrators, successors and successors, assigns, hereby voluntarilyand other personal representatives, knowingly individually and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of in their respective members, officers, directors, stockholders, partners, employees, agents, representatives corporate and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns personal capacities (each, individually, a “Releasee,” collectively all hereinafter referred to in this Paragraph as the “ReleaseesReleased Parties”) ), from any and all claims, demands, administrative charges, complaints, legal rights, claimscompensation, chargesobligation, actions, causes of action, complaints, sums of money, suitsinterests, debts, covenants, contracts, promises, obligationsliabilities, damages, demands costs, attorneys’ fees and expenses, or liabilities causes of every kind whatsoeveraction of whatever type or nature, in law whether legal, equitable, or in equityadministrative, whether known or unknownunknown which Releasors may now have against the Released Parties, suspected either individually, jointly, or unsuspected (collectivelyseverally, “Claims”) which Executive based upon acts or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to omissions that have by reason of any matter, cause or thing whatsoever: (i) arising occurred from the beginning of time up to the effective date Executive executes of this Agreement Release, and 1 This Release is to be used in connection with respect the (1) signing of the Transition Agreement; (2) signing of the Consulting Agreement; (3) payment of the 2019 incentive payment; and (4) receipt of the 2022 Fixed Equity Award under the Consulting Agreement. The Release is subject to (A) modification by Huntington as necessary to reflect the relevant facts. especially from claims or actions arising out of, either directly or indirectly, Executive’s employment with Huntington, compensation by Huntington or any such Claims other matter relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationHuntington, including, without limitationbut not limited to, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of claims under the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990, Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act Act; the Comprehensive Omnibus Budget Reconciliation Act; and any applicable state or local laws of 1974similar intent. This release and waiver does not apply to claims arising after the effective date of this Release or to any previously vested rights Releasors may have under Huntington’s medical, each dental, and/or vision insurance plans, stock option plans, retirement plans, any claims for workers’ compensation benefits or any claims with respect to rights under the Transition Agreement or to the extent effective, the Consulting Agreement. This release does not apply to any claims that Releasors may not, by law, release through an agreement such as amended this. Further, this release does not prohibit Releasors from filing a complaint or charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and including each of their respective implementing regulations and/or Health Administration, the Securities and Exchange Commission or any other federal, state, state or local governmental agency or foreign law commission (statutory, regulatory “Government Agencies”). Releasors further understand that this Release does not limit Releasors’ ability to communicate with any Government Agencies or otherwise) otherwise participate in any investigation or proceeding that may be legally waived conducted by any Government Agency, including providing documents or other information, without notice to Huntington. While this Release does not limit Releasors’ right to receive an award for information provided to any Government Agency, Releasors do forever waive the right to any claims for money damages and released; (ii) arising equitable relief pursuant to the filing or prosecution of any administrative charge against Huntington or any resulting civil proceeding or lawsuit that may be commenced on his behalf for the recovery of such relief, and which arises out of the matters that are and may be released in this Release. Finally, nothing in this Release shall release or relating to the termination of waive Executive’s employment; right to bring a claim or (iii) arising under action related to an alleged breach of the Transition Agreement or relating the Consulting Agreement or to any policy, agreement, understanding otherwise enforce the terms of the Transition Agreement or promise, written or oral, formal or informal, between the Company or any other Releasee and ExecutiveConsulting Agreement.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Fabris hereby generally, irrevocably and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release unconditionally releases and forever discharge discharges and covenants not to xxx the Company and all of its past and present parents, subsidiaries, subsidiaries and affiliates, each affiliates and all of its and their respective memberscurrent and/or former employees, officers, directors, stockholdersshareholders, partnersmembers, employeesmanagers, representatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) ), from any and all rightscomplaints, claims, chargesdemands, actionsliabilities, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesdamages, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected unsuspected, that exist in whole or in part as of the date Fabris signs this Agreement, including, but not limited to, any claims based upon, arising out of or in any manner connected with Fabris’s employment with the Company, the separation of Fabris’s employment with the Company, the Letter and/or any acts, omissions or events occurring on or before the date Fabris signs this Agreement; provided, however, the Company and Fabris acknowledge that the foregoing release/covenant not to xxx does not release or affect (collectivelya) any rights Fabris may have under any stock option plan or (b) any rights Fabris may have under that certain Restated Split-Dollar Insurance Agreement between Fabris and the Company dated as of December 31, “Claims”) which Executive or Executive’s heirs2008 (the "Restated Split-Dollar Insurance Agreement"). Without limiting the generality of the foregoing, executorsFabris acknowledges that the foregoing release/covenant not to xxx is to be construed as broadly as possible and includes, administratorsbut is not limited to, successors or assigns ever hadand constitutes a complete waiver of, now any and all possible claims Fabris has or may hereafter claim to have by reason of any matter, cause against the Company Released Parties under or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by (including the Older Workers Benefit Protection Act), Title VII of 29 U.S.C. § 621 et seq., the Civil Rights Act of 19641964 and 1991, as amended, 29 U.S.C. § 2000(e), the Americans with With Disabilities Act of 1990, as amended, 42 U.S.C. § 12,101 et seq., the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any amended, 29 U.S.C. § 1001 et seq., all other federal, statestate and local laws and statutes, local all wrongful discharge or foreign other state law claims and all contract claims or other theories of recovery as of the date Fabris signs this Agreement. This Agreement does not prohibit Fabris from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission (statutory, regulatory or otherwise“EEOC”) that may be legally waived and released; (ii) arising out of or relating to Fabris’s employment with the termination Company; provided, however, Fabris waives and releases, to the fullest extent permitted by applicable law, any and all entitlement to any form of Executive’s employment; personal relief arising from such charge or (iii) arising under or any legal action relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between such charge. If the Company EEOC or any other Releasee administrative agency or person brings a complaint, charge or legal action on Fabris’s behalf or for Fabris’s benefit against any of the Company Released Parties based on any acts, omissions or events occurring on or before the date Fabris signs this Agreement, Fabris hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. ExecutiveIn consideration for the payments and benefits paid to you under Section 5(c), for (d) and on behalf (e) of Executive the Amended and Executive’s heirsRestated Employment Agreement between you and Syncora Holdings Ltd. (the “Company”), executorsdated August 28, administrators2008 (the “Agreement”) , successors and assigns, you hereby voluntarily, knowingly and willingly release and forever discharge the Company Company, and any and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, assigns, and assigns their respective officers, directors, administrators and employees (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) of and from any and all rightsactions, claims, chargesliabilities, actions, demands and causes of action, complaintsknown or unknown, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands fixed or liabilities of every kind whatsoevercontingent, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim included but not limited to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims those arising under any federalthe Civil Rights Act of 1964, local or state statute or regulation, including, without limitationthe Reconstruction Era Civil Rights Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 19901967 (“ADEA”), the Employee Retirement Income Security Act of 1974, each The Americans with Disabilities Act, The Family and Medical Leave Act of 1993, The New York State Human Rights Law Section 196 ET SEQ., the New York City Administrative Code, as amended amended, and including each of their respective implementing regulations and/or any and all other federal, state, and local laws, rules and regulations prohibiting, without limitation, discrimination in employment, tortuous or foreign law wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, defamation, misrepresentation or fraud, which you ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing, up to and including the day on which you sign this Agreement (statutorythe “Claims”); provided, regulatory however, that you are not thereby waiving or otherwisereleasing, and this General Release of Claims does not waive or release, (a) that may be legally waived any rights under the Agreement, (b) any right to any vested or accrued benefits (except as set forth in the Agreement) or to claim benefits under employee benefit plans (including welfare plans), (c) any right of indemnification (including, without limitation, indemnification, legal defense and released; (ii) arising out related rights under the Agreement or the Company’s certificate of incorporation, by-laws or relating to the termination of Executive’s employment; other such organic documents), or (iiid) arising any rights under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee directors and Executiveofficers’ liability insurance policies.

General Release of Claims. ExecutiveIn exchange for the promises set forth herein, for and Xxxxxx, on behalf of Executive himself and Executive’s his heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release releases and forever discharge discharges the Company and all of its past affiliates and present parents, subsidiaries, and affiliates, each all of their respective membersdirectors, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns assigns, in their official and individual capacities (each, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), from any and all rightssuits, claims, chargesdemands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, complaintsjudgments, sums of moneyaccounts, suits, debts, covenantspromises, contracts, promisesagreements, obligations, damages, demands or liabilities and any and all claims of every kind whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, Xxxxxx now has or may hereafter claim to ever have by reason had against any of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationReleasees, including, without limitationbut not limited to, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, any claims under Title VII of the Civil Rights Act of 1964, the Americans with With Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Age Discrimination in Employment Act, each as amended the Older Worker Benefits Protection Act, the Family and including each of their respective implementing regulations and/or Medical Leave Act, Massachusetts General Laws Chapters 149 and 151B and any other federal, statestate or local statute, local regulation, ordinance or foreign common law (statutorycreating employment-related causes of action, regulatory all claims related to or otherwise) that may be legally waived and released; (ii) arising out of Xxxxxx’x employment by the Company or relating to the termination of Executive’s employment; such employment and all rights and claims to recover any monetary benefits or (iii) arising under damages in connection with any proceeding brought against any of the Company Releasees on Xxxxxx’x behalf or relating on behalf of a class of which Xxxxxx may be a member with respect to any policyof the foregoing. This General Release of Claims shall not apply to (a) any vested interest Xxxxxx may have in any 401(k), agreement, understanding pension or promise, written or oral, formal or informal, between employee welfare plan by virtue of Xxxxxx’x employment by the Company or Company; (b) any other Releasee claim that may not be waived by law; and Executive(c) any claim by Xxxxxx to enforce this Agreement. The releases set forth in this Section 5 do not take effect unless this Agreement becomes effective pursuant to Section 14 below.

General Release of Claims. ExecutiveExcept as specified below, for Executive waives and on behalf of Executive and Executive’s heirsreleases the Company, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariesLTI, and affiliates, each of their respective membersformer, officers, directors, stockholders, partners, employees, agents, representatives and attorneyscurrent, and each of their respective subsidiariesfuture parents, affiliates, estatesrelated entities, predecessors, successors, and assigns subsidiaries, and each of these entities’ respective current and former officers, directors, agents, employees, attorneys, assigns, insurers, Company Group sponsored or established benefit plans, administrators, fiduciaries, and trustees of any Company Group sponsored or established benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Releasees”) ), to the maximum extent permitted by law, from any and all rights, claims, charges, actions, claims or causes of action, complaintswhether or not now known, sums of moneyforeseen or unforeseen, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in act, event, or omission occurring through and including the date on which Executive signs this Agreement, and including but not limited to any way to matter arising out of or connected with Executive’s hire or employment relationship with the Company or any other Releaseethe termination of such employment, and (B) any such Claims arising under any federal, local or state statute or regulation, including, including without limitation, the Age Discrimination claims for compensation, bonuses, commissions, stock options, restricted stock, equity of any form or nature, shadow stock (excluding, in Employment Act of 1967each case, any Equity Rights, as amended by defined below), wages, monetary damages, and including any claim based in tort, contract, statute, regulation, constitutional provisions, or any other common law claim, any claims of wrongful discharge, defamation, slander, libel, fraud, assault, battery, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, negligence, personal injury, invasion of privacy, false imprisonment, conversion, breach of contract (whether express, oral, written or implied from any source), and breach of the Older Workers Benefit Protection Actcovenant of good faith and fair dealing, promissory estoppel, fraud, any claims for alleged discrimination, retaliation or harassment based on sex, age, race, national origin, disability, sexual orientation, medical condition, pregnancy or any other protected basis, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Rehabilitation Act, the Equal Pay Act, the Americans with Disabilities Act of 1990Act, the Employee Executive Retirement Income Security Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, except as prohibited by law, the Xxxxxxxx-Xxxxx Act of 19742002, each as amended the North Carolina Retaliatory Employment Discrimination Act, the North Carolina Persons With Disabilities Protection Act, the North Carolina Wage and including each of their respective implementing regulations and/or Hour Act, the North Carolina Equal Employment Practices Act, and any and all other constitutional, federal, state, state and local or foreign law (statutory, regulatory or otherwise) that may be legally waived laws and released; (ii) arising out of or regulations relating to employment, all as amended, and any and all claims for attorneys’ fees and costs, and interest and penalties (collectively, the termination of Executive’s employment; or (iii) arising under or relating “Claims”), with the only exceptions to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee such waiver and Executive.release being:

General Release of Claims. (a) The Executive, for and on behalf of Executive himself and Executive’s his executors, heirs, executors, administrators, successors representatives and assigns, hereby voluntarily, knowingly and willingly agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of its their past and present parentsinvestors, subsidiariesdirectors, and affiliates, each of their respective membersshareholders, officers, directors, stockholders, general or limited partners, employees, agents, representatives and attorneys, agents and each of their respective subsidiaries, affiliates, estates, predecessors, successorsrepresentatives, and assigns employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company (each, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Parties”) ), from any and all rights, claims, chargesdebts, actionsdemands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, sums of moneyobligations, promises, agreements, controversies, suits, debtsexpenses, covenantscompensation, contracts, promises, obligations, damages, demands or liabilities responsibility and liability of every kind whatsoeverand character whatsoever (including attorneys’ fees and costs), whether in law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”) ), which the Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of had against such entities based on any matter, cause events or thing whatsoever: (i) circumstances arising from the beginning of time up or occurring on or prior to the date Executive executes this Agreement with respect hereof or on or prior to (A) any such Claims the Resignation Date, arising directly or indirectly out of, relating to, or in any other way to involving in any manner whatsoever the Executive’s 's employment relationship with by the Company or any other Releaseethe separation thereof, and (B) any such Claims and all claims arising under any federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or state statute implied contract, fraud, misrepresentation, defamation, or regulationliability in tort, includingclaims of any kind that may be brought in any court or administrative agency, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, any claims arising under Title VII of the Civil Rights Act; the Civil Rights Act of 1964, 1866; the Americans with Disabilities Act of 1990, Xxxxxxxx-Xxxxx Act; the Age Discrimination in Employment Act; the Equal Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations Act; the Americans with Disabilities Act; the Family Medical Leave Act; and/or any other federallocal, state, local state or foreign federal law (statutory, regulatory or otherwise) that may be legally waived governing discrimination in employment and/or the payment of wages and releasedbenefits; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) and claims arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, the SVP Continuity Agreement entered into between the Company or any other Releasee and the Executive.. Notwithstanding the generality of the foregoing, the Executive does not release the following claims and rights: