Common use of Mutual Release Clause in Contracts

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveParties, for himselfon behalf of themselves, his heirstheir predecessors, personal representatives successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other person Party, whether or entity not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt. This Agreement resolves any claim for relief that could or might act on behalf of himhave been alleged, no matter how characterized, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)compensatory damages, and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as damages for breach of contract, express bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as arising from the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personDebt.

Mutual Release. The Executive(a) Each of the TRT Persons, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), themselves and the CompanyTRT Persons’ Representatives acting on their behalf (each individually, its parentsa “Seller Releasing Party”) does hereby expressly, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully absolutely and forever fully release and discharge Purchaser and each other Affiliate, officer, director, stockholder, agent, employee, attorney, assign, predecessor, and successor, past and present, of Purchaser (each individually, a “Purchaser Released Party”) from, and from forever fully releases and discharges each Purchaser Released Party of, any and all actions, causes of actionrights, claims, warranties, demands, costs and expensesdebts, including obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses, and causes of every action (“Claims”) of any kind or nature whatsoever (including those arising under contract, statute or common law and nature whatsoeverwhether federal, state, or local in law nature), that the Seller Releasing Parties may have had, now have, or in equitymay have, whether now known or unknown, that contingent or absolute, suspected or unsuspected, in each Releasercase, arising in respect of or in any way relating to any matters, causes, or things occurring at or prior to the Closing; provided, however, that the foregoing release does not apply to (w) any person acting Claims relating to or arising under, or to enforce, this Agreement, (x) any Claims relating to or arising under, or to enforce, the Survival Provisions, and (y) any Claims that cannot be waived by law. The Claims released pursuant to this Section 4.3(a) are referred to herein as “Seller Claims.” The TRT Persons, on behalf of themselves and the Seller Releasing Parties, hereby acknowledges full and complete satisfaction of, and irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Purchaser Released Party based upon any Seller Claim. The TRT Persons represent and warrant to Purchaser that there has been no assignment or other transfer of any interest in any Seller Claim and that it has full power and right to release, waive and agree never to assert the Seller Claims. The release contemplated by this Section 4.3(a) is intended to be as broad as permitted by law with respect to the Claims that are released. (b) Purchaser, for itself and its Affiliates, officers, directors, assigns, agents, and successors, past and present (each individually, a “Purchaser Releasing Party”) does hereby expressly, absolutely and forever fully release and discharge the TRT Persons and each Affiliate, officer, director, stockholder, agent, employee, attorney, assign, predecessor, and successor, past and present of the TRT Persons (each individually, a “Seller Released Party”) from, and forever fully releases and discharges each Seller Released Party of, any and all Claims of any kind or nature whatsoever (including those arising under any of themcontract, statute or common law and whether federal, state, or local in nature), that the Purchaser Releasing Parties may have had, now have, or claim at any future time to havemay have whether known or unknown, based contingent or absolute, suspected or unsuspected, in whole each case, arising in respect of or in part upon any act way relating to any matters, causes, or omission things occurring from at or prior to the beginning of time through Closing; provided, however, that the date of execution of foregoing release does not apply to (w) any Claims relating to or arising under, or to enforce, this Agreement, including but (x) any Claims relating to or arising under, or to enforce, the Survival Provisions, and (y) any Claims that cannot limited tobe waived by law. The Claims released pursuant to this Section 4.3(b) are referred to herein as “Purchaser Claims.” Purchaser, on behalf of itself and the Purchaser Releasing Parties, hereby acknowledges full and complete satisfaction of, and irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any claim proceeding of any kind against any Seller Released Party based upon any Purchaser Claim. Purchaser represents and warrants to TRT that there has been no assignment or other transfer of any interest in connection with any Purchaser Claim and that it has full power and right to release, waive and agree never to assert the Executive’s employment relationship with the Company, or the termination thereof, without regard Purchaser Claims. The release contemplated by this Section 4.3(b) is intended to present actual knowledge of such acts or omissions, including specifically, but not be as broad as permitted by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (law with respect to unvested benefits), the National Labor Relations Act, Title VII Claims that are released. (c) TRT and Purchaser hereby acknowledge and agree that the Seller Released Parties and the Purchaser Released Parties are intended third party beneficiaries of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution provisions of this Agreement. Each party specifically represents that it or he has had a full Section 4.3 and fair opportunity may take any and all action to consult with counsel enforce the obligations and agreements of its or his own choosing concerning the agreements, representations, and declarations releasing parties set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personSection 4.3.

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

Mutual Release. The ExecutiveIn consideration of the benefits afforded by this Agreement, for himselfupon the consummation of the Class A Preferred Offering and the Class B Exchange Offer, his heirsthe Company (and its parent and subsidiaries) and each Consenting Noteholder, personal representatives forever and assignsirrevocably release, discharge, and acquit one another (and each other Consenting Noteholder), and one another’s (and each Consenting Noteholder’s) respective past and present Affiliates, parents, subsidiaries, directors, syndics, officers, employees and agents, of and from any other person and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, reasonable attorneys’ fees, costs, expenses, or entity judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened based on any legal or equitable theory of recovery, arising under common law or any statute or regulation of any jurisdiction or by contract, of every nature and description, arising out of, in connection with, or relating to the Company, based on, or in relation to, or arising from, or in connection with, actions taken or omissions that could occurred (whether known or might act on behalf not as of himthe date hereof) prior to the date of consummation of the Class A Preferred Offering and the Class B Exchange Offer, including, without limitation, his counsel the transactions contemplated by this Agreement, the Recapitalization, the Indenture and, in each case, the documents related hereto and thereto (all of whom are collectively referred to as “Executive Releasers”including any forbearance or waivers granted in connection therewith), including the exercise of remedies and the Company, its parents, divisions, subsidiaries, affiliates, acceleration of such debt and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, so-called “lender liability” or similar claims or causes of action; provided, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknownhowever, that each Releaser, the releases set forth in this Section 13 shall not apply to actions taken on or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through before the date of execution this Agreement by any former or current employee or officer of the Company or by any director of the Company that (x) is not a director of the Company as of the date hereof or (y) whose first appointment as director of the Company took place prior to April 24, 2015, other than those that qualified as an independent director under Argentine Capital Market Law (it being understood that any liability of such employee, officer or director of the Company cannot be extended or imputed to the Company for any reason or based on any legal theory whatsoever; it being further understood that for purposes of this mutual release, the chairmen and vice-chairmen of the Company are deemed to be directors, but not officers or agents of the Company), including, without limitation, any fraud in the inducement or willful misconduct by or on the part of any such former or current, employee, officer or director of the Company; provided, further, that, in the event of the occurrence of a Termination Date, all the releases set forth in this Section 13 shall be null and void and of no further force and effect; and provided, further, that the releases set forth in this Section 13 shall not affect or release any party’s rights to enforce this Agreement, including but not limited tothe Interest Deferral Agreement, the PointArgentum Subscription Agreement, the IRSA Subscription Agreement, the Option Agreement, any claim financing agreement (including without limitation the Private Notes) entered into by any Consenting Noteholder and the Company or any other written agreement entered into by any of the parties hereto in connection with the Executive’s employment relationship with consummation of this Agreement; provided, that the foregoing shall not apply to any ordinary course contractual liabilities relating to real estate or commercial development in existence as of the date hereof between IRSA and TGLT (including, without limitation, the outstanding credit of TGLT against IRSA under the supplementary agreement dated April 26, 2018). All references in this Section 13 to “Consenting Noteholders” shall be to the Consenting Noteholders in their capacities as holders of the Notes and, to the extent that such Consenting Noteholders are shareholders of the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such in their capacities as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII shareholders of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The Executive(a) (i) In consideration of the payments and benefits to be provided to you pursuant to paragraph 2 above, for himselfyou, his your heirs, personal representatives executors, administrators, trustees, legal representatives, successors and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel assigns (all of whom are collectively hereinafter referred to collectively as the “Executive ReleasersLAS Releasors”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and ) forever release and discharge each other the Company and the Partnership, and their past, present and/or future parent entities, subsidiaries, divisions, affiliates and related business entities, assets, employee benefit plans or funds, successors or assigns and any and all of and their past, present and/or future officers, directors, fiduciaries, partners, attorneys, employees, agents, trustees, administrators or assigns, whether acting as agents for the Company or the Partnership or in their individual capacities (hereinafter referred to collectively as “Company Entities”) from any and all actionsclaims, demands, causes of action, claims, demands, costs fees and expenses, including attorneys’ fees, liabilities of every any kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserwhich the LAS Releasors ever had, or any person acting under any of them, may now have, or claim at may have against any future time of the Company Entities by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter, in each case relating to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection your employment with the Executive’s employment relationship with Partnership or service as an officer or director of the Company, Company or the termination thereof, without regard up to present actual knowledge of such acts or omissionsand including the Resignation Date; provided, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local lawshowever, that may be legally waived this Agreement shall not release any claims for the payments and released such benefits (including indemnification as provided in Paragraph 11) set forth herein or pursuant to any employee benefit plan subject to Section 401(a) of the Fair Labor Standards Act, the Employee Retirement Income Security ActInternal Revenue Code of 1986, as amended (the “Code”). (ii) Without limiting the generality of the foregoing, but subject to the proviso at the end of subparagraph (a)(i) above, this Agreement is intended to and shall release the Company Entities from any and all claims, whether known or unknown, which the LAS Releasors ever had, now have, or may have against the Company Entities arising out of your employment and/or your separation of employment with respect to unvested benefitsthe Company or Partnership, including, but not limited to: (i) any claim under the Age Discrimination in Employment Act (“ADEA”), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, and the Family and Medical Leave Act; EXCEPT (ii) any claim under the New York State Human Rights Law or the New York City Administrative Code; (iii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of your employment, the terms and conditions or such employment, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including but not limited to breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; (iv) any claim for attorneys’ fees, costs, disbursements and/or the rights like; and obligations created by this Agreement AND EXCEPT (v) any claim for remuneration of any type, including, without limitation, any claim for any vested rights under any pensiondeferred or unvested compensation. (iii) You represent and warrant that you have not commenced, retirementmaintained, profit sharing, health and welfare prosecuted or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved participated in any action, suit suit, charge, grievance, complaint or proceeding of any kind against the Company Entities in any court or before any administrative or legislative body or agency and/or that you are hereby withdrawing with prejudice any such complaints, charges, or actions that you may have filed against the Company Entities. You further acknowledge and agree that by virtue of the foregoing, you have waived all relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Paragraph 4. (iv) You further covenant that you shall not ▇▇▇, or otherwise consent to participate in any action against, and shall not assist in the instigation, commencement, maintenance, or prosecution of any action, suit, proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of charge against the Company or is Partnership based upon any matter released hereby (except as otherwise required by law), nor shall you testify, assist, or was serving at participate (except in response to subpoena or judicial order) in such action, suit, proceeding or charge. This agreement shall not prevent you from filing a charge with the request of the Company as a directorrelevant federal, officerstate or local administrative agency, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service but you agree to waive your rights with respect to employee benefit plansany monetary or other financial relief arising from any such administrative proceeding. You further understand that the provisions of this paragraph shall not be effective with respect to, against all liability and loss suffered and expenses reasonably incurred by such personor adversely affect your rights under, the ADEA with respect to any challenge you make under the ADEA to the validity of this Agreement.

Mutual Release. The Executive(a) Except as expressly provided herein, for himselfG▇▇▇▇▇▇, on his own behalf and on behalf of his heirs, personal representatives spouse, executors, administrators, principals, agents, attorneys, parents and assignsemployees, and any other person or entity that could or might act on behalf of himas appropriate, including, without limitation, his counsel (all of whom are collectively referred to as the “Executive ReleasersG▇▇▇▇▇▇ Releasing Parties”), hereby releases and the Companyabsolutely forever discharges OXIS, together with its parentsadministrators, divisionsprincipals, agents, attorneys, officers, directors, employees, subsidiaries, parents and affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers as appropriate (all of whom are collectively referred to as the “Company ReleasersOXIS Released Parties”), hereby fully individually and forever release and discharge each other collectively, of and from any and all actionsknown or unknown liabilities, causes claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claimsclaim, demandsor demand for damages, costs and expensescosts, including attorneys’ feesindemnification, of every kind and nature whatsoever, in law or in equitycontribution, whether now known certain or unknownspeculative, that each Releaser, or any person acting under any of them, which may now have, or claim have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to have, based in whole or in part upon any act or omission occurring from the beginning of time through the effective date of execution of this Agreement, including including, but not limited to, the Complaint and any and all claims G▇▇▇▇▇▇ has or may have relating to, or arising out of the Employment Agreement or employment of G▇▇▇▇▇▇ with OXIS or the partially executed settlement, or any claim by G▇▇▇▇▇▇ for breach of the Employment Agreement or any claim that G▇▇▇▇▇▇ has been wrongfully terminated by OXIS, including any claim for tortuous conduct resulting in connection with personal injuries, any claim for harassment or discrimination on the Executive’s employment relationship with the Companybasis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or mental disability, or the termination thereofother protected class, without regard to present actual knowledge discharge in violation of such acts or omissionspublic policy and/or violation of any state and federal laws, including specifically, but not by way of without limitation, matters which may arise at common lawthe Age Discrimination in Employment Act and its amendment, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Older Workers Benefits Protection Act, the Employee Retirement Income Security Fair Employment and Housing Act, as amended (the Americans with respect to unvested benefits), the National Labor Relations Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, The Fair Labor Standards Acts, as amended, the Age Discrimination in Employment National Labor Relations Act, as amended, the Labor - Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Equal Pay Act, the Americans with Disabilities Pregnancy Discrimination Act; EXCEPT for , the rights Employee Retirement Income Security Act of 1974, as amended, the Family Medical Leave Act of 1993, the California Family Rights Act, as amended and obligations created by the California Labor Code. Provided however, that nothing in this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement in paragraphs 3 (although he may voluntarily choose to sign this Agreement earliera) and he may revoke this Agreement within the seven 3 (7b) day period following his execution of this Agreement. Each party specifically represents that it shall release or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or relinquish in any way limit or otherwise affect the Executive’s any rights, if anyentitlements, to indemnification and/or defense claims or demands for indemnity or contribution which a G▇▇▇▇▇▇ Releasing Party has, may have or may assert against any OXIS Released Party arising from or in connection with any third party claim that may be asserted against the Executive relating to G▇▇▇▇▇▇’▇ prior employment by OXIS or service as a consequence an officer and/or director of his employment with the ExecutiveOXIS (including coverage under OXIS’ directors and officers liability insurance, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmlessif any, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amendedthereunder). (b) The G▇▇▇▇▇▇ Releasing Parties acknowledge the existence of and, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plansthe matters released in paragraph 3(a) above, against expressly waive and relinquish any and all liability rights and loss suffered benefits they have or may have under California Civil Code, Section 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The G▇▇▇▇▇▇ Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which he or his attorneys now know or believe to be true with respect to the matters released in paragraph (a) above, and expenses reasonably incurred agree that the release so given in paragraph 3(a), above, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts. (c) Except as expressly provided herein, OXIS, on its own behalf and on behalf of its administrators, principals, agents, officers, directors, employees, subsidiaries, parents and affiliates, as appropriate, (the “OXIS Releasing Parties”), hereby releases and absolutely forever discharges G▇▇▇▇▇▇, together with his heirs, spouse, executors, administrators, as appropriate, (the “G▇▇▇▇▇▇ Released Parties”), individually and collectively, of and from any and all known or unknown liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have occurred at any time prior to the date of this Agreement, including, but not limited to, any and all claims the OXIS Releasing Parties have or may have relating to, or arising out of the employment of G▇▇▇▇▇▇ with OXIS or his service on the OXIS Board of Directors, or any claim by the OXIS Releasing Parties for breach of the Employment Agreement. (d) The OXIS Releasing Parties acknowledge the existence of and, with respect to the matters released in paragraph 3(c) above, expressly waive and relinquish any and all rights and benefits they have or may have under California Civil Code, Section 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The OXIS Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which they or their attorneys now know or believe to be true with respect to the matters released in paragraph 3(c), and agree that the release so given in paragraph 3(c), shall be and remain in effect as a full and complete release of the matters released in paragraph 3(c), notwithstanding any such persondifferent or additional facts.

Mutual Release. The ExecutiveEach of the Buyer and each Seller, for himself, his heirs, personal representatives on its own behalf and assigns, and any other person or entity that could or might act on behalf of himtheir respective assigns, includingsuccessors, without limitationestates, his counsel (all of whom are collectively referred to affiliates, subsidiaries, officers, directors, managers, employees, members, representatives and other agents, if any and as “Executive Releasers”)applicable, hereby knowingly, unconditionally, voluntarily, fully and irrevocably grants this general release and releases, remises, and forever discharges each of the Companyother party’s present and former agents, its parentssuccessors, divisionsheirs, devisees, members, officers, employees, managers, representatives, subsidiaries, affiliates, controlling persons and each insurers, and their respective successors and assigns, and all persons acting by, through, under or in concert with any of their past them (hereinafter individually and present officerscollectively, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company Releasers), hereby fully and forever release and discharge each other Released Parties”) of and from any and all actionsliabilities, causes of actiondamages, claims, demands, costs and expensesdebts, including taxes, accounts, covenants, promises, contracts, agreements, obligations, costs, expenses (including, without limitation, attorneys’ fees), suits, controversies, judgments, actions, inactions, omissions, or causes of action of every kind and nature whatsoevernature, in law character or in equitydescription, whether now known accrued or unknownwhich may hereafter accrue, without limitation of law, equity or otherwise, that each Releaserrelate to the acquisition, or any person acting under any ownership and operation of themthe Project (other than the obligations, may now have, or claim at any future time to haverepresentations and warranties set forth in this Agreement), based in whole or in part upon on any act facts, conduct, activities, transactions, events or omission occurring from the beginning of time through the date of execution of this Agreementoccurrences known or unknown, including but not limited tomatured or unmatured, any claim in connection with the Executive’s employment relationship with the Companycontingent or otherwise, foreseen or the termination thereofunforeseen, without regard to present actual knowledge of such acts which have or omissionsallegedly have existed, including specificallyoccurred, but not by way of limitationhappened, matters which may arise at common law, such as breach of contract, express arisen or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Acttranspired (collectively, the Employee Retirement Income Security Act“Claims”). The Released Parties each represent, as amended (warrant and covenant that no Claims have been assigned, expressly, impliedly, by operation of law or otherwise, to any third party. The foregoing is not intended to limit the parties rights with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT its remedies for any vested rights under any pensionbreach of a representation, retirement, profit sharing, health and welfare warranty or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations covenant set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The Executive(a) As of the date hereof, for himselfthe Company, his heirson behalf of itself and each of its successors, personal representatives Subsidiaries, controlled Affiliates, divisions and assignsassignees (the “Company Releasors”) does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to ▇▇▇ any of the Purchasers, any of their respective successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any other person of its or entity that could their respective past, present, or might act on behalf of himfuture officers, includingdirectors, without limitationemployees, his counsel incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (all of whom are collectively referred to as the “Executive ReleasersPurchasers Releasees”), and the Companyof, its parents, divisions, subsidiaries, affiliatesfrom, and each of their past and present officerswith respect to, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all manner of claims, rights, actions, causes of action, claimssuits, liens, obligations, accounts, debts, demands, costs agreements, promises, liabilities, controversies, costs, expenses and expensesfees (including attorney’s, including attorneys’ financial advisor’s, lender’s or other fees, of every kind and nature ) whatsoever, whether arising in law or in equity, whether now based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, that each Releaseraccrued or unaccrued, which the Company Releasors, or any person acting under any of them, ever had or now have or can have or shall or may now havehereafter have against the Purchasers Releasees or any of them, in connection with, arising out of or claim which are in any way related to any action or inaction taken at any future time or prior to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this AgreementAgreement by any Purchaser Releasees in connection with the Purchase Agreement and any other agreement entered into by the Parties (or any of them) in connection therewith, including but not limited to, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement (each, a “Transaction Document” and collectively, the “Transaction Documents”), the exclusivity agreements, term sheets and confidentiality agreements entered into by the Company and Apollo Management VII, L.P. prior to the date hereof (including, without limitation, the exclusivity agreements dated September 6, 2012 and October 25, 2012 and the confidentiality agreement dated March 5, 2012 (collectively, the “Apollo Agreements”)), or the Transactions, or any claim duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Company Releasors in connection with Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the Executive’s employment relationship with proposed amendments to the CompanyPurchase Agreement; provided, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local lawshowever, that may nothing herein shall be legally waived and released such as the Fair Labor Standards Actdeemed to constitute a release, the Employee Retirement Income Security Act, as amended (discharge or covenant not to ▇▇▇ with respect to unvested benefitsany claim, action, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof. (b) As of the date hereof, each Purchaser, on behalf of itself and each of its successors, Subsidiaries, controlled Affiliates, divisions and assignees (the “Purchasers Releasors”), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmlessdoes, to the fullest extent permitted by applicable law, hereby fully release, forever discharge and covenant not to ▇▇▇ the Company, any of its successors, Subsidiaries, Affiliates, equity or debt financing sources, divisions, or assignees, and any of its or their respective past, present, or future officers, directors, employees, incorporators, members managers, partners, shareholders, parents, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively, the “Company Releasees”), of, from, and with respect to, any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and fees (including attorney’s, financial advisor’s, lender’s, or other fees) whatsoever, whether arising in law as it presently exists or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, which the Purchasers Releasors ever had or now have or can have or shall or may hereafter be amendedhave against the Company Releasees or any of them, in the event the Executive was connection with, arising out of or is made or is threatened to be made a party or is otherwise involved which are in any actionway related to any action or inaction taken at or prior to the execution of this Agreement by any Company Releasees in connection with the Transaction Documents, suit the Apollo Agreements or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that heTransactions, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the Purchasers Releasors in connection with the transactions contemplated by the Transaction Documents, the Apollo Agreements or the Transactions, which include any actions taken at or prior to the execution of this Agreement in connection with the proposed amendments to the Purchase Agreement; provided, however, that nothing herein shall be deemed to constitute a person for whom he is the legal representativerelease, is discharge or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service covenant not to ▇▇▇ with respect to employee benefit plansany claim, against all liability and loss suffered and expenses reasonably incurred by such personaction, cause of action or suit arising on or after the date of this Agreement with respect to any breach of this Agreement or the promissory notes being issued pursuant to Section 4(b) hereof.

Mutual Release. (a) Release by the Executive. ------------------------ (i) The Executive, for himself, his heirs, personal representatives Executive knowingly and assigns, voluntarily releases and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and forever discharges the Company, its Endo, ▇▇▇▇▇ & Company, and their parents, divisionssubsidiaries and affiliates, subsidiariestogether with all of their respective past and present directors, affiliatesmanagers, officers, shareholders, partners, employees, agents and attorneys, and each of their past predecessors, successors and present officersassigns (collectively, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and "Releasees") from any and all actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, claimsobligations, demands, costs damages and expenses, including attorneys’ fees, liabilities of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, that each Releasersuspected or unsuspected, which against them the Executive or any person acting under any of themhis executors, may administrators, successors or assigns ever had, now have, or may hereafter claim at to have against any future time to haveof the Releasees by reason of any matter, based in whole cause or in part upon thing whatsoever arising on or before the Effective Time and whether or not previously asserted before any act state or omission occurring from federal court or before any state or federal agency or governmental entity (the beginning of time through the date of execution of this Agreement"Release"). The Release includes, including but not limited towithout limitation, any claim rights or claims relating in connection with any way to the Executive’s 's employment relationship with the CompanyCompany or any of the Releasees, or the termination thereof, without regard to present actual knowledge of such acts or omissionsarising under any statute or regulation, including specifically, but not by way the Age Discrimination in Employment Act of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Civil Rights Act of 1973, the Equal Pay Act1991, the Americans with Disabilities Act; EXCEPT for Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and the Executive, including the Employment Agreement. (ii) Nothing herein shall be deemed to release (A) any of the Executive's rights and obligations created by under this Agreement AND EXCEPT for or (B) any vested rights of the benefits that the Executive has accrued prior to the date this Agreement is executed by the Executive under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. the Company's qualified retirement plans. (iii) The Executive further warrants represents that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws advised him to consult with an attorney of any statehis choosing prior to signing this Agreement. The Executive further represents that he understands and warrants agrees that he has been given at least 21 the right and has in fact reviewed this Agreement and, specifically, the Release, with an attorney of the Executive's choice. The Executive further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and that the Executive is under no obligation to consent to the Release, and that he has entered into this Agreement freely and voluntarily. (iv) The Executive shall have twenty-one (21) days to review and consider his rights and obligations under this Agreement (although and once he may voluntarily choose to sign has signed this Agreement earlier) and he may revoke this Agreement within Agreement, the Executive shall have seven (7) day period following additional days from the date of execution to revoke his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity consent to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations Release set forth in this Agreementabove. Each party understands Any such revocation shall be made by delivering written notification to the President and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against Chief Executive Officer of the other party concerning, directly or indirectlyCompany and upon such revocation, the Executive’s employment relationship with Executive shall immediately repay to the CompanyCompany any amounts paid to him pursuant to Section 1(b) hereunder. In the event that the Executive revokes his Release, including all the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor terms of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision sections and subsections of this Agreement, this release other than Section 1(a) hereof, shall be null and void and shall not waive or in any way limit or otherwise affect become effective. If no such revocation occurs, the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against Release and this Agreement shall become effective as of the eighth (8th) day after the date the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personsigns this Agreement.

Mutual Release. The ExecutiveSeller and the Company each hereby releases and forever discharges the other party, for himselfand such other party’s directors, his officers, employees, affiliates, stockholders, predecessors, heirs, personal representatives successors and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel assigns (all of whom are collectively referred to as the “Executive ReleasersReleased Parties”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all claims, demands, actions, losses, costs, expenses, causes of action, claimsobligations, demandsliabilities, costs and expensessuits, including attorneys’ feesdebts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments of every nature, kind and nature description whatsoever, state or federal, in law or in equity, asserted or unasserted, whether or not now known or unknownascertained, that each Releaserwhich heretofore do or may exist (collectively, “Claims”) which such party may now have or claim to have against the Released Parties, for, upon, or by reason of any person acting under any of themmatter, may now haveevent, cause or claim at any future time to havething whatsoever arising out of, based in whole or in part upon upon, relating to, or existing by reason of the facts, circumstances, transactions, events, occurrences, acts, omissions, or failures to act, of whatever kind or character whatsoever with respect to any act and all matters that were asserted or omission occurring from could have been asserted in connection with the beginning offer, issue and sale of time through the date of execution of this Repurchased Shares, or with the Purchase Agreement, including but not limited toto any alleged violation of state or federal securities laws and any Claims relating to tax liability (the “Released Matters”), any claim provided, however, that this release does not release or discharge either party from its warranties, representations or obligations under this Agreement. The Seller and the Company each hereby acknowledge that it is aware that it may hereafter discover claims or facts in connection addition to or different from those that it now knows or believes to exist with respect to the ExecutiveReleased Matters, but that it is each party’s employment relationship with intention hereby to fully, finally and forever settle and release all of the Company, or Claims against the termination thereofReleased Parties, without regard to present actual knowledge the subsequent discovery or existence of such acts different or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged aboveadditional facts. The Executive further warrants that except as he has reported to Seller and the Company before the Separation Date, he has each further covenants not experienced any illness, injury, to ▇▇▇ or disability compensable otherwise institute or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended cause to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive instituted or in any way limit participate or otherwise affect the Executive’s rights, if any, to indemnification and/or defense assist in connection with any claim that may be asserted legal or administrative proceedings against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwiseReleased Parties regarding any Released Matter. Specifically, The Seller and the Company shall indemnify each expressly waives and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in releases any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason and all rights and benefits under Section 1542 of the fact that heCivil Code of the State of California, or a person for whom he is the legal representativeany analogous law of any other state, is country or was a directorjurisdiction, officer, employee or agent of the Company or is or was serving at the request of the Company which reads as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.follows:

Mutual Release. The Executive, for himself, his heirs, personal representatives (a) From and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and after the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmlessClosing, to the fullest extent permitted by under applicable Law, Purchaser (on its own behalf and on behalf of its Affiliates (including the Transferred Entity)) knowingly, willingly, irrevocably and expressly waives any and all rights, claims and causes of action any of them may have against Seller, its past, present or future Affiliates, relating to the operation of any of their businesses (including the operation of the Transferred Entity or the Business) prior to the Closing Date (the “Purchaser Released Matters”), whether or not arising under, or based upon, any Law (including any right, claim or cause of action arising under the Comprehensive Environmental Response, Compensation, and Liability Act or any other Environmental Law, and any other right, claim, or cause of action, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages, or any other recourse or remedy); provided that, for the avoidance of doubt, nothing in this Section 6.19(a) shall be construed as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened deemed to be made a party release or is otherwise involved waiver of, and Purchaser Released Matters shall in no event include, any actionrights of Purchaser under this Agreement or the Ancillary Agreements. Furthermore, suit from and after the Closing, without limiting the generality of this Section 6.19(a), to the fullest extent permitted under applicable Law, no Proceeding will be brought, encouraged, supported or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that hemaintained by, or a person for whom he is on behalf of, Purchaser or its Affiliates (including the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service Transferred Entity) with respect to employee benefit plansthe Purchaser Released Matters against Seller and its past, present or future Affiliates, and, following the Closing, no recourse in respect of any Purchaser Released Matter will be sought or granted against any of them. (b) From and after the Closing, to the fullest extent permitted under applicable Law, Seller (on its own behalf and on behalf of its Affiliates) knowingly, willingly, irrevocably and expressly waives any and all liability rights, claims and loss suffered and expenses reasonably incurred by such person.causes of action any of them may have against Purchaser, its past, present or future Affiliates (including the Transferred Entity) relating to the operation of the Transferred Entity or the Business prior to the Closing Date (the “Seller Released Matters”), whether or not arising under, or based upon, any Law (including any right,

Mutual Release. The Executive(a) As of the date this Agreement is executed by both parties hereto, for himselfand in consideration of the promises and covenants contained herein, his heirsthe Presbytery, personal representatives on its own behalf and assigns, and any other person or entity that could or might act on behalf of himthe PC(USA) and all principals, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiariesagents, affiliates, officers and each of their past directors, negotiating committee, predecessors, successors and present assigns (the "Presbytery Parties"), hereby releases, remises and, forever discharges CPC, its members, affiliates, officers, directors, elders, deacons, auditors, employees, agents, directorsnegotiating committee, executivespredecessors, shareholderssuccessors and assigns (the "CPC Parties") from all claims, independent contractorsdamages, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsdemands, causes of action, suits, debts, dues, sums of money, accounts, interest, costs and expenses of whatever kind and nature, including but without limitation, attorneys' fees and any other cause of action, known and unknown, whether in contract, tort, equity or otherwise, whether statutory or common or ecclesiastical law, which the Presbytery Parties ever had or may have against the CPC Parties for any reason, legal or ecclesiastical. (b) As of the date this Agreement is executed by both parties hereto, for and in consideration of the promises and covenants contained herein, CPC, on its own behalf and on behalf of the CPC Parties, hereby releases, remises and forever discharges, the Presbytery Parties from all claims, damages, demands, causes of action, suits, debts, dues, sums of money, accounts, interest, costs and expensesexpenses of whatever kind and nature, including attorneys’ feesbut without limitation, attorneys fees and any other cause of every kind action, known and nature whatsoever, in law or in equityunknown, whether now known in contract, tort, equity or unknownotherwise, that each Releaserwhether statutory or common or ecclesiastical law, which the CPC Parties ever had or may have for any person acting under reason, legal or ecclesiastical. (c) Nothing in this "Mutual Release" term, described in Section 10, sub-sections (a) and (b), shall be construed as prohibiting either party hereto from enforcing this Agreement by any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreementmeans, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The (a) Except as set forth in paragraph (b) of this Section 5, the Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himhimself, includingany and all family members, without limitationheirs, executors, administrators, legal representatives and assignees of his counsel (all of whom are collectively referred to as “Executive Releasers”)rights under this Agreement, on the one hand, and the CompanyCompany and JLL, its parentsfor and on behalf of their respective partners, divisionsshareholders, members, directors and managers, on the other hand, hereby voluntarily, knowingly, willingly, irrevocably and unconditionally mutually release and forever discharge each other, including each of the other's respective associates, stockholders, subsidiaries, affiliatessuccessors, and each of their past and present officersheirs, assigns, agents, directors, executivesofficers, shareholdersemployees, independent contractorsrepresentatives, attorneys lawyers and insurers (all persons acting by, through, under or in concert with them, or any of whom are collectively referred to as “Company Releasers)them, hereby fully and forever release and discharge each other of and from any and all actionscharges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, claimsrights, demandscosts, costs losses, debts and expenses, including attorneys’ fees, expenses of every kind and any nature whatsoever, in law known or unknown (the "Claims"), which against them the other party or his or its successors or assigns ever had, now have or hereafter can, shall or may have (either directly, indirectly, derivatively or in equityany other representative capacity), based upon the Employment Agreement, the Executive's employment by the Company, and the termination of such employment and the Employment Agreement, including any rights or claims the other party may have based on any facts or events relating thereto, whether now known or unknown, that each Releaseroccurred on or before the Effective Date, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereofand including, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which a release of any rights or claims the Executive may arise at common lawhave based on the Civil Rights Act of 1866, such as breach amended; the Civil Rights Act of contract1991, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction as amended; the Age Discrimination in Employment Act of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act1967, as amended (with respect to unvested benefitsthe "ADEA"), the National Labor Relations Act, ; Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, as amended; the Americans with Disabilities ActAct of 1990; EXCEPT for the Equal Pay Act of 1963; any and all laws of any state concerning wages, employment and discharge; any state, local, or municipal fair employment statutes or laws; and any other law, rule, regulation or ordinance pertaining to employment, terms and conditions of employment, or termination of employment. This release by the Executive also includes, without limitation, all Claims arising under the Company's employee benefit plans and programs now in effect or hereafter adopted. (b) Nothing herein shall be deemed to affect (i) the Executive's or the Company's rights and obligations created by under this Agreement AND EXCEPT for any vested or (ii) the Executive's rights to indemnification under any pensionthe Company's charter, retirementby-laws or the laws of the State of Delaware or (iii) the Executive's rights to Base Salary or benefits under the Employment Agreement up to the later of the Effective Date or the Termination Date except as provided in Section 2(b) with respect to options. (c) The Executive acknowledges that the Company has advised the Executive to discuss all aspects of this Agreement with legal counsel prior to entering thereunto and that the Executive has availed himself of this right to the extent he desires, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion carefully read and fully understands all of any claim which is released, waived and discharged abovethe provisions of this Agreement. The Executive further warrants acknowledges that except as he has reported to is entering into this Agreement, including the Company before release and waiver set forth above, knowingly and voluntarily, in exchange for good and valuable consideration. Further, the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants acknowledges that he has been given at least 21 twenty-one (21) days to review consider the terms of this Agreement and consider in particular the waiver of his rights under the ADEA as contained in Section 5 but may execute and obligations under return this Agreement (although prior thereto. Once the Executive has executed this Agreement, he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the shall have seven (7) day period following additional days from such execution to revoke his execution consent to the waiver of this Agreementhis rights under the ADEA (the "Revocation Period"). Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectlyIf no such revocation occurs, the Executive’s employment relationship with 's waiver of rights under the Company, including ADEA shall become effective upon the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor expiration of the other partyRevocation Period. In the event that the Executive revokes his waiver of rights under the ADEA within the Revocation Period, to include all actual this Agreement shall not be effective in whole or potential legal claims that one party may have against the otherin part. (d) The Executive represents that, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of executing this Agreement, this release shall he has not waive relied and does not rely upon any representation or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent statement of the Company not set forth herein with regard to the subject matter, basis or is effect of this Agreement or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personotherwise.

Mutual Release. The Executive1. As of the date that Lessee shall vacate the Premises, for himselfLessee shall irrevocably and unconditionally release and forever discharge Lessor, his heirsand Lessor's predecessors, personal representatives and successors, assigns, executors and administrators, agents, employees, representatives, attorneys, affiliates and all persons acting by, through, under or in concert with Lessor (collectively, “Lessor's Releasees") or any other person or entity that could or might act on behalf of himthem, from all actions, debts, liens, agreements, obligations, liabilities, claims, rights, demands, damages, judgments, losses, costs and expenses, including, without limitation, his counsel attorneys' fees, of any nature whatsoever, known or unknown (all of whom are collectively referred to as “Executive Releasers”"Claim" or "Claims"), which Lessee now has, claims to have, at any time heretofore had, claimed to have, against Lessor or any of Lessor's Releasees, including, without limitation, any and all such Claims which arose from, were based upon, or were related to Lessor's performance under the CompanyLease and Lessee's occupancy of the Premises thereunder. 2. Except as regards all provisions in the Lease that specifically survive the termination or earlier expiration of the Lease, its parentsincluding, divisionsbut not limited to, subsidiariessubsections B.2(a) through B.2(d) below, affiliatesas of the date that Lessee shall vacate the Premises, Lessor shall irrevocably and unconditionally release and forever discharge Lessee, and each of their past Lessee's predecessors, successors, assigns, executors and present officersadministrators, agents, directorsemployees, executivesrepresentatives, shareholdersattorneys, independent contractorsaffiliates and all persons acting by, attorneys and insurers through, under or in concert with Lessee (all collectively, “Lessee's Releasees") or any of whom are collectively referred to as “Company Releasers)them, hereby fully and forever release and discharge each other of and from any and all actions, causes of actiondebts, liens, agreements, obligations, liabilities, claims, rights, demands, damages, judgments, losses, costs and expenses, including including, without limitation, attorneys’ ' fees, of every kind and any nature whatsoever, known or unknown ("Claim" or "Claims"), which Lessor now has, claims to have, at any time heretofore had, claimed to have, against Lessee or any of Lessee's Releasees, including, without limitation, any and all such Claims which arose from, were based upon, or were related to Lessee's performance under the Lease and Lessee's occupancy of the Premises thereunder . The parties understand that Lessor shall not release and discharge Lessee from the following obligations and liabilities under the Lease, understanding that the following obligations and liabilities survive the termination of the Lease: (a) Lessee's obligation to indemnify, defend and hold Lessor and Lessor's employees harmless from and against any and all liabilities, costs, expenses, claims, judgments, damages, penalties, fines and losses (including, without limitation, diminution in law value of the Premises, or other portions of the building, damages for the loss or restriction or use of rentable and usable space or of any amenity of the Premises or other portions of the Building, and sums paid in settlement of claims, attorney's fees, consultant's fees and expert fees) which arise as a result of the contamination of the premises or other portions of the Project or building by Hazardous Materials caused or permitted by Lessee, Lessee's employees or Lessee's invitees, or Lessee's sublessees or their invitees; (b) Lessee's obligation to, at Lessee's expense, protect, defend, indemnify and hold Lessor and Lessor's agents, contractors, licensees, employees, directors, officers, partners, trustees and invitees, and any and all of Lessor's lenders and mortgagees, harmless from and against any and all claims, arising out of or in equityconnection with, whether now known Lessee's use of the premises, the Building or unknownthe property, that each Releaserthe conduct of Lessee's business, any activity, work or things done, permitted or allowed by Lessee in or about the premises or the property, Lessee's or Lessee's employees nonobservance or nonperformance of any statute, ordinance, rule, regulation or other law, or any person acting under negligence or willful act or failure to act of lessee or lessee's employees (for which Lessee was required to purchase and maintain Liability Insurance, Property Insurance, and/or other coverage dictated by the Lease); (c) Lessee's obligation to indemnify, defend and hold Lessor harmless from and against the payment of all unpaid governmental taxes, fees and other charges (all of which are defined in the Lease as "Assessments") as provided in Section 3.2 of the Lease; (d) Lessee's obligation to indemnify, defend, protect, and hold Lessor harmless from and against any of themand all claims for mechanics, may now havematerialmen's or other liens in connection with any alterations, repairs, or claim at other work performed, materials furnished or obligations incurred by or for Lessee. 3. Lessee represents and warrants that Lessee is the sole owner of the tenant's interest in the Lease and that it has not made any future time assignment, sublease, transfer, encumbrance, conveyance, or other disposition of: (a) any interest it has in the Lease; or (b) any claim, demand, obligation, liability, action, or cause of action arising under or relating to havethe terms of the Lease, to any person or entity. 4. Each party represents and warrants to the other party and such other party's Releasees that it has not assigned or transferred or purported to assign or transfer any Claim or any portion thereof of any interest therein, and agrees to indemnify, defend, and hold the other party and such other party's Releasees harmless from and against any Claim based on or arising out of any such assignment or transfer, or purported assignment or transfer. 5. The releases set forth in whole Sections B.1 and B.2 above shall be effective notwithstanding any law, whether statutory or in part upon any act or omission occurring from common law, to the beginning of time through the date of execution of this Agreementcontrary, including but not limited toto California Civil Code Section 1542, any claim in connection with the Executive’s employment relationship with the Companywhich reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH DEBTOR." Lessee Lessor

Mutual Release. The ExecutiveEmployee, for himself, on behalf of himself and his heirs, personal representatives representatives, successors and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel assigns (all of whom are collectively referred to as “Executive Releasers”the "Employee Parties"), hereby releases and forever discharges the Company, Company and its parents, divisions, subsidiaries, affiliatesAffiliates, and each and every one of their past respective present and present former officers, directors, agents, directors, executivesemployees, shareholders, independent contractorsowners, attorneys predecessors, successors and insurers assigns (all of whom are collectively referred to as “the "Company ReleasersParties"), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs actions and expensescauses of action of any kind ("Claims") that he has or may have by reason of anything done or omitted to be done up to the Date of this Agreement. The Claims released hereby include but are not limited to (i) any and all Claims related to Employee's employment with the Company and the termination of same, including attorneys’ fees, of every kind any Claims under the Employment Agreement (ii) any and nature whatsoever, all Claims by Employee for additional compensation or benefits other than the compensation and benefits set forth in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited toto wages, any claim in connection with the Executive’s employment relationship with the Companycommissions, deferred and incentive compensation, bonuses, or other benefits of any kind, (iii) any and all Claims relating to employment practices or policies of the termination thereofCompany or any of its Affiliates, without regard to present actual knowledge of such acts and (iv) any and all Claims arising under any state or omissions, including specificallyfederal legislation (including, but not by way of limitationlimited to, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or Claims under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Family Medical Leave Act, and Claims of employment discrimination under Title VII of the 1964 Civil Rights Act of 1964Act, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar planany act relating to military service). Each party This mutual release shall not apply to acts defined as violations of federal, state, or local criminal statutes or ordinances. (a) The Company, on behalf of itself and each other Company Party, hereby warrants releases and forever discharges each and every one of the Employee Parties of and from any and all Claims that it or he any other Company Party has not assigned or transferred may have by reason of anything done or omitted to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported be done up to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision Date of this Agreement, with the exception of claims resulting from acts involving Employee's willful misconduct, gross negligence, and any acts defined as violations of federal, state or local criminal statutes or ordinance. It is understood and agreed that this release shall does not waive apply to any Claims under or in any way limit arising out of this Agreement or otherwise affect the Executive’s rights, if any, to Consulting Agreement or Claims by Employee for indemnification and/or defense in connection with any claim that which Employee may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, entitled to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of from the Company or is or was serving at the request of its Affiliates, whether pursuant to that certain Indemnification Agreement between the Company and Executive dated as a directorof December 17, officer, employee 2001 or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personotherwise.

Mutual Release. The Executive(a) Except for the obligations set forth in this Agreement, for himselfExecutive hereby fully, his heirs, personal representatives unconditionally and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and irrevocably releases the Company, its parents, divisions, subsidiaries, affiliates, all officers and each directors of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers the Company (all of whom are collectively referred to as the “Company Releasers), hereby fully and forever release and discharge each other General Releasees”) of and from any and all actions, causes of action, claims, demands, costs actions and expenses, including attorneys’ fees, causes of every action of any kind and nature whatsoevernature, in law law, equity or in equityotherwise, whether now under contract, tort, statutory or common law, known or unknown, that each Releasersuspected or unsuspected, disclosed or undisclosed, which Executive may have had, may now have or may in the future have by reason of any person acting matter, cause or thing done, omitted or suffered to be done prior to the date hereof. In addition, and without limitation on the foregoing, except for the obligations in this Agreement, Executive hereby fully, unconditionally and irrevocably releases the General Releasees and all entities controlled by or under common control with any of them, all past and present employees, officers and directors of any of the General Releasees and any of such entities and all owners or direct or indirect interests in any of the General Releasees or such entities, and their respective counsel, of an from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or otherwise under contract, tort, statutory or common law, known or unknown, suspected or unsuspected, disclosed or undisclosed, directly or indirectly, which Executive may have had, may now have, or claim at any may in the future time to have, based in whole arising out of or in part upon nay way connected with Executive’s relationship in any act or omission occurring from and all capacities with the beginning of time through Company prior to the date hereof, and the employment of execution of this Agreement, including but not limited to, any claim in connection with Executive by the Executive’s employment relationship with the Company, Company or the termination thereof, without regard to present actual knowledge of such acts or omissionsthat employment, including specifically, but not by way of without limitation, matters which may arise at common lawclaims if any, such as breach of contract, express pursuant to the Employment Agreement or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under pursuant to any federal, state or local lawslaw, that may be legally waived and released such as the Fair Labor Standards Actas, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964but not limited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq.; Title VII of the Civil rights Act of 1964, as amended, 42 U.S.C. Section 2000(e), et seq.; the Civil Rights Act of 1866, as amended, 42 U.S.C. Section 1981, et seq.; the Fiar Labor Standards Act of 1939, as amended, 29 U.S.C. Section 201, et seq.; the Equal Pay Act, 29 U.S.C. Section 206(d); the Orders of the California Industrial Welfare Commission regulating wages, hours and working conditions; each and every provision of the California Labor and Insurance Codes; Article 1, § 1 of the California Constitution; the Rehabilitation Act of 1973, the Equal Pay Actas amended, the 29 U.S.C., Section 701, et seq.; Americans with Disabilities Act, 104 Stat. 327; EXCEPT the Employee Retirement Income Security Act of 1974, 29 U.S.C., Section 1001, et seq.; the National Labor Regulations Act, as amended, 29 U.S.C., Section 151, et seq.; the California Fair Employment and Housing Act, as amended, California Government Code, Section 12900, et seq.; the Uruh Civil Rights Act, as amended, California Civil Code, Section 51, et seq. (b) Except for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with Company on its own behalf and on behalf of all General Releasees hereby fully, unconditionally and irrevocably releases Executive of and from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or otherwise, under contract, tort, statutory or common law, know or unknown, suspected or unsuspected, disclosed or undisclosed, which any of them may have had, may now have or may in the Companyfuture have by reason of any matter, including the Executive’s separation from employment. Each party agrees that this legal release is intended cause or thing done, omitted or suffered to be interpreted in done prior to the broadest possible manner in favor of date hereof. Except for the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise obligations set forth in this Agreement. Notwithstanding , the Company on its own behalf and on behalf of all the persons and entities released in any other provision way by Executive under Paragraph (a) of this AgreementSection 9, this release shall not waive hereby fully, unconditionally and irrevocably releases Executive of and from any and all claims, demands, actions and causes of action of any kind and nature, in law, equity or otherwise, under contract, tort, statutory or common law, known or unknown, suspected or unsuspected, and disclosed or undisclosed, which any of them may have had, may now have or may in the future have arising out of or in any way limit or otherwise affect the connected with Executive’s rights, if any, to indemnification and/or defense relationship in connection with any claim that may be asserted against the Executive as a consequence of his employment and all capacities with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, prior to the fullest extent permitted date hereof, and the employment of Executive by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request termination of that employment. Without limitation on the generality of the foregoing, included in the foregoing release is a release of any and all such claims, demand, actions, and causes of action, directly or indirectly arising out of or in any way connected with Executive’s relationship in any and all capacities with the Company as a directorprior to the date hereof, officer, employee including but not limited to the employment of Executive by the Company or agent the termination of another corporation that employment or of a partnership, joint venture, trust, enterprise Executive’s actions or non-profit entity, including service with respect to employee benefit plans, against all liability actions as an officer of the Company. (c) Executive and loss suffered the Company each acknowledge that he or it has read and expenses reasonably incurred by such person.understands Section 1542 of the Civil Code of the State of California which reads as follows:

Mutual Release. The Executivea. Except as expressly set forth in this Agreement, for himselfand in consideration of the mutual covenants set forth herein, his heirsthe Investor on its own behalf, personal representatives and on behalf of its affiliates, partners, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Investor Releasing Parties”), hereby irrevocably, ​ unconditionally, and forever releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all liabilities, causes of action, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other person legal responsibilities of any form whatsoever, whether known or entity that could unknown, whether previously or might act on behalf presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of himlaw, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, which they have or may claim to have against any of the Company Released Parties prior to and as of the Effective Date, including, without limitation, his counsel any costs, attorneys’ fees or expenses incurred by the Investor Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Company from its continuing obligations under the Purchase Agreement or the Note (as modified by this Agreement); provided, that, this release shall not extend to (i) any obligations incurred under, or arising out of, this Agreement or (ii) any claims or causes of action against the ▇▇▇▇▇▇▇▇▇ Law Office, Inc. or ▇▇▇ ▇▇▇▇▇▇▇▇▇ in connection with or relating to any legal opinions issued by the ▇▇▇▇▇▇▇▇▇ Law Office, Inc. or ▇▇▇ ▇▇▇▇▇▇▇▇▇ to Investor (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the ▇▇▇▇▇▇▇▇▇ Law Office, Inc. and ▇▇▇ ▇▇▇▇▇▇▇▇▇ with respect to the matters described in clause (ii) of this proviso) (all of whom the aforementioned are collectively referred to as the “Executive ReleasersInvestor Released Claims”). The Investor Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Company Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Investor Releasing Parties, in connection with or relating to the Investor Released Claims or otherwise. b. Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Company on its own behalf, and on behalf of its affiliates, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Company Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the CompanyInvestor and its past, its parentspresent and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, affiliatesowners, joint ventures, commonly-controlled companies, investors, and each insurers, as applicable, together with all successors and assigns of their past and present officersany of the foregoing (collectively, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company ReleasersInvestor Released Parties”), hereby fully and forever release and discharge each other of and from any and all actionsliabilities, causes of action, charges, complaints, suits, claims, demandsobligations, costs and expensescosts, including losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of every kind and nature any form whatsoever, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, whether now known which they have or unknown, that each Releaser, or any person acting under may claim to have against any of themthe Investor Released Parties prior to and as of the Effective Date, may now haveincluding, without limitation, any costs, attorneys’ fees or claim at any future time expenses incurred by the Company Releasing Parties prior to haveand as of the Effective Date, based solely under and in whole relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Investor from its continuing obligations under the Purchase Agreement or in part upon any act or omission occurring from the beginning of time through the date of execution of Note (as modified by this Agreement); provided, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreementthat, this release shall not waive extend to any obligations incurred under, or arising out of, this Agreement, provided, further, that this release shall encompass all actions of the Investor Released Parties taken prior to the Effective Date, as of the Effective Date, and at all times after the Effective Date with respect to any claim against any of the Investor Released Parties relating to registration as a broker-dealer under any state or federal laws or statutes (all of the aforementioned are collectively referred to as the “Company Released Claims”). The Company Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Investor Released Parties have no other liabilities or obligations, of any way limit kind or otherwise affect nature, owed to the Executive’s rightsCompany Releasing Parties, if any, to indemnification and/or defense in connection with or relating to the Company Released Claims or otherwise. c. The Investor acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Investor hereby expressly and knowingly waives and relinquishes any claim and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Investor agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Investor acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally. d. The Investor further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Investor agrees that this Agreement may be asserted against the Executive pleaded as a consequence full and complete defense to any and all claims and causes of his employment with action being released pursuant to this Agreement. The Investor acknowledges and consents that this Agreement may be used as the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, basis for an injunction to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in halt any action, suit or proceedingother proceeding based upon claims released under this Agreement. If the Investor fails to comply with this Section 2(d), whether civilthen the Company, criminalat the Company’s sole discretion, administrative may declare this Agreement null and void and of no further force or investigative (a “proceeding”) by reason of the fact effect. e. The Company acknowledges that heit may hereafter discover facts different from, or a person for whom in addition to, those which he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service now believes to be true with respect to employee benefit plansthe claims released under this Agreement. The Company hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Company agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, against and that this Agreement contemplates the extinguishment of all liability such claims. By executing this Agreement, the Company acknowledges the follOwing: (a) it is represented by counsel; and loss suffered (b) it has been specifically advised by counsel of the consequences of the above waiver and expenses reasonably incurred by such this Agreement generally. f. The Company further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Company agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Company acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Company fails to comply with this Section 2(f), then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void. ​ g. If (i) the Company fails to comply with Section 1(c) or 1(m) of this Agreement at any time on or after the Effective Date, or (ii) an event of default occurs under Section 3.2, 3.5, 3.7, or 3.8 of any of the Note, then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in fuI I force and effect even if the Investor’s declares this Agreement as null and void.

Mutual Release. The Executive, for Executive on behalf of himself, his heirs, personal representatives executors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge the Company and any affiliates, successors, assigns and past, present and future directors, officers, employees, trustees and shareholders (the “Released Parties”) from and against any and all charges, complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any time up to and including the date thereof, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or in any way related to Executive’s employment with the Company or its affiliates and the conclusion thereof, which Executive, or any of his heirs, executors, administrators and assigns and affiliates and agents ever had, now has or at any time hereafter may have, own or hold against the Company or any affiliates, legal representatives, successors and assigns, past, present and future directors, officers, employees, trustees and shareholders. Executive acknowledges that in exchange for this release, the Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving all claims against the Company and its related persons arising under federal, state and local labor and antidiscrimination laws and any other person or entity that could or might act restriction on behalf of himthe right to terminate employment, including, without limitation, his counsel (all the Civil Rights Act of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act1866, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations ActCivil Rights Act of 1871, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment ActAmericans with Disabilities Act of 1990, as amended, the Genetic Information Nondiscrimination Act of 2008, the Rehabilitation Act of 1973, the Equal Pay Family and Medical Leave Act, the Americans with Disabilities Act; EXCEPT for Worker Adjustment and Retraining Notification Act and the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor Human Rights Laws of the other party, to include all actual or potential legal claims that one State and City of New York. Nothing herein shall release any party may have against the other, except as specifically provided otherwise in from any obligation under this Agreement. Notwithstanding anything herein to the contrary, Executive expressly reserves and does not release his rights of indemnification to which he is entitled under the Employment Agreement, or any other provision rights of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, indemnification with regard to indemnification and/or defense in connection with any claim that may be asserted against the Executive his service as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify an officer and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent director of the Company and its subsidiaries and its affiliates and any benefit plan, or is or was serving at the request of the Company as a directorhis rights to, officerand under, employee or agent of another corporation or of a partnershipdirector and officer liability insurance coverage. 3 (b) EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE COMPANY FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, joint ventureAS AMENDED, trust29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (A) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKER’S BENEFIT PROTECTION ACT OF 1990; (B) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (C) THAT THE SEVERANCE PAYMENTS AND OTHER BENEFITS CALLED FOR IN THIS AGREEMENT WOULD NOT BE PROVIDED TO ANY EXECUTIVE TERMINATING HIS OR HER EMPLOYMENT WITH THE COMPANY WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, enterprise or nonTHAT SUCH PAYMENTS AND BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE, AND THAT THE PAYMENTS AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS RELEASE; (D) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (E) THAT THE COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-profit entityONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (F) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, including service with respect to employee benefit plansEXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, against all liability and loss suffered and expenses reasonably incurred by such person.AND (G) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE. 4

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement Agreement, the Offer Letter between the Executive and the Company dated August 25, 2014 and the Severance Letter between the Executive and the Company dated September , 2014 AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation DateTermination Date (as defined in the Change of Control Agreement between the Company and the Executive dated September , 2014), he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveIn consideration of the mutual agreements herein contained, each of the Company and Lightyear agrees that, effective immediately upon (i) payment in full of the Revised Fee in accordance with Section 1 hereof and (ii) termination of the Monitoring Fee Agreement in accordance with Section 3 hereof, (a) the Company will thereupon be deemed for himselfall purposes to have fully, his heirsfinally and forever, personal representatives irrevocably and assignsunconditionally, released, acquitted and any other person or entity that could or might act on behalf of himforever discharged Lightyear, includingits affiliates and their respective owners, without limitationparents, his counsel partners (all of whom are collectively referred to as “Executive Releasers”both general and limited), members (both managing and the Companyotherwise), its parentsofficers, divisionsdirectors, subsidiaries, affiliates, and each of their past and present officersemployees, agents, directors, executives, shareholders, independent contractorsassigns, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully representatives from and forever release and discharge each other of and from against any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, costs and expensesjudgments, including attorneys’ liabilities, obligations, actions for legal fees, of every kind and nature whatsoeverrights, in law or in equity, whether now known or unknown, that each Releaserasserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any person acting other forum, under the laws of any of themjurisdiction or under international law, which have arisen or may now have, or claim at any arise in the future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with or relating to the Executive’s employment relationship with Monitoring Fee Agreement and/or the Services contemplated thereby or the engagement of Lightyear pursuant thereto, and the performance by Lightyear of the Services contemplated thereby and (b) Lightyear will thereupon be deemed for all purposes to have fully, finally and forever, irrevocably and unconditionally, released, acquitted and forever discharged the Company, its affiliates and their respective owners, parents, partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents, assigns, attorneys and representatives from and against any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in law or the termination thereofin equity, without regard to present actual knowledge known or unknown, asserted or not, existing or not, of such acts whatever kind or omissionsnature, in any jurisdiction, including specificallyin arbitration proceedings or any other forum, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations jurisdiction or under this Agreement (although he international law, which have arisen or may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted arise in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense future in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, relating to the fullest extent permitted Monitoring Fee Agreement and/or the Services contemplated thereby or the engagement of Lightyear pursuant thereto, and the performance by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason Lightyear of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personServices contemplated thereby.

Mutual Release. The ExecutiveEffective as of the Closing, for himselfeach Seller and its respective Affiliates, his heirs, personal representatives and assignson the one hand, and any other person or entity that could or might act on behalf of him, Purchaser and its Affiliates (including, without limitationafter the Closing, his counsel (all of whom are collectively referred to as “Executive Releasers”the Acquired Companies), and on the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers)other hand, hereby fully unconditionally and irrevocably and forever release and discharge each the other and its and their past, present and future directors, officers, equityholders, employees and contractors, and all of the foregoing persons’ successors, assigns and agents (each, a “Released Person”), of and from from, and hereby unconditionally and irrevocably waive, any and all actionsclaims, debts, Losses, expenses, proceedings, covenants, liabilities, suits, judgments, damages, actions and causes of action, claimsobligations, demandsaccounts, costs and expenses, including attorneys’ fees, liabilities of every any kind and nature or character whatsoever, known or unknown, contingent or unconditional, matured or unmatured, fixed or variable, suspected or unsuspected, in law contract or tort, at Law or in equity, whether now known direct or unknownindirect, that each Releasersuch party ever had, now has or any person acting under any of them, ever may now have, have or claim at to have against any future time Released Person, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to havethe Closing; provided, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local lawshowever, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive affect (i) subject to the terms, conditions and limitations in this Agreement, any claims relating to any breach of this Agreement or the Escrow Agreement or any of the provisions set forth herein or therein or any claims for indemnification pursuant to Section 5.14 or Article VII, as applicable, (ii) any right to receive salary, bonuses and expenses that have accrued in respect of employment with any way limit Acquired Company or otherwise affect any of their employees in the Executive’s rightsOrdinary Course of Business or any agreement with an Acquired Company relating to employment or pursuant to which any Acquired Company is or may be obligated to make any retention, if anyseverance, termination or similar payment, (iii) any right to indemnification, exculpation or advancement of expenses, whether under corporate indemnification, director and officer insurance or otherwise, to indemnification and/or defense in connection with which any claim that individual may be asserted against the Executive entitled as a consequence result of his employment with the Executive, whether such rights arise under the Companyindividual’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company service as a director, officer, or employee of an Acquired Company or agent (iv) any rights pursuant to the Escrow Agreement or any Intercompany Agreement that survives the Closing in accordance with the terms of another corporation this Agreement or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personIntercompany Agreement.

Mutual Release. The Executive(a) Gladstone, for himself, on his own behalf and on behalf of his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himhereby waives, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)releases, and forever and irrevocably discharges the Company, its parents, divisions, subsidiaries, affiliatesCorporation, and each of their past and present its agents, attorneys, officers, agents, directors, executivesemployees, shareholderssuccessors and assigns (collectively, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company Releasers), hereby fully and forever release and discharge each other of and Corporation Released Parties”) from any and all actionsobligations, causes of action, claimsdebts, demands, costs claims and expenses, including attorneys’ fees, liabilities of every kind and nature whatsoevernature, either in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, Gladstone may now have, may in the future have or claim at may ever have had, against the Corporation Released Parties arising in any future time to have, based in whole manner from or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningmanner related, directly or indirectly, the Executiveto Gladstone’s service or employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officerofficer and/or an employee of the Corporation including, without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of the Corporation resulting from the provisions of the Option Exercise Agreement entered into by and among the parties hereto bearing the date of August 6, 1999, this Agreement and the Amended Split Dollar Agreement (collectively, the "Surviving Agreements"). (b) The Corporation, on its own behalf and on behalf of its successors and assigns, hereby waives, releases, and forever and irrevocably discharges Gladstone, and his agents, attorneys, heirs, representatives and assigns (collectively, the “Gladstone Released Parties”) from any and all obligations, debts, demands, claims and liabilities of every kind and nature, either in law or in equity, that the Corporation may now have, may in the future have or may ever have had against the Gladstone Released Parties arising in any manner from or in any manner related to, directly or indirectly, Gladstone’s service or employment as a director, officer and/or an employee or agent of another corporation or the Corporation including, without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personGladstone resulting from the provisions of the Surviving Agreements.

Mutual Release. The Executive, for himself, his heirs, personal representatives parties hereto of their own free will knowingly and assignsvoluntarily release and forever discharge and covenant not to ▇▇▇ one another, and any other person or entity that could or might act on behalf of himtheir respective affiliates, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parentssubsidiaries, divisions, subsidiariessuccessors, affiliatesassigns, and each of their past and present executors, administrators, officers, directors, shareholders, employees, consultants, agents, directorsattorneys, executives, shareholders, independent contractors, attorneys insurers and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and representatives from any and all actions, actions or causes of action, suits, claims, demandscharges, costs complaints, contracts (whether oral or written, express or implied from any source), and expensespromises, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known which, against one another, their heirs, executors, administrators, successors and assigns may have or hereafter can, shall or may have, including all unknown, that each Releaserundisclosed and unanticipated losses, wrongs, injuries, debts, claims, or any person acting under any of themdamages to, may now havefor, upon, or claim at by reason of any future time matter, cause or thing whatsoever relating to haveEmployee’s employment by Employer and the cessation of said employment, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreementand including, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge alleged violation of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, sections 1981 through 1988 of Title 42 of the United States Code and all amendments thereto, the Employee Retirement Income Security Act of 1974 (“ERISA”), The Americans with Disabilities Act of 1990, the Age Discrimination in Employment ActAct of 1967 (“ADEA”), The Older Workers Benefits Protection Act of 1990 (“OWBPA”) the Fair Labor Standards Act (“FLSA”), the Rehabilitation Occupational Safety and Health Act (“OSHA”), the Consolidated Omnibus Budget Reconciliation Act of 19731985 (“COBRA”), the California Family Rights Act (“CFRA”), The Federal Family and Medical Leave Act (“FMLA”), The California Fair Employment and Housing Act (“FEHA”), the California Minimum Wage Law, the Equal Pay ActLaw for California, and any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, contract or tort or common-law having any bearing whatsoever on the Americans terms and conditions and/or cessation of employment with Disabilities Act; EXCEPT Employer including, but not limited to, any allegations for the rights and obligations created by this Agreement AND EXCEPT for costs, fees or any vested rights under any pensionother expenses, retirementincluding attorney’s fees incurred in these matters, profit sharingwhich they ever had, health and welfare or stock optionnow has, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion shall have from the beginning of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported the employment relationship to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution date of this Agreement. Each party specifically represents that it Any claim for vacation pay, sick pay, unpaid cash compensation, unpaid stock or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth stock option compensation is included in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personrelease.

Mutual Release. The ExecutiveAs of the Bankruptcy Court Order Date (in the case of Counterparty) and as of the Payment Date (in the case of Enron): (a) Enron, for himselfitself, his heirs, personal representatives its successors and assigns, hereby waives, releases and forever discharges Counterparty and its Affiliates and each of their past, present and future officers, directors, partners, members, employees, agents, and servants from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or under other person Applicable Law (as defined in Section 2.2(e) below), whether known or entity unknown, and whether anticipated or unanticipated, of or to Enron, which Enron and its successors and assigns ever had, now have or may ever have, arising from any event, transaction, matter, circumstance or fact including, but not limited to, the Investigative Matters (as defined in Section 3.4 below) in any way arising out of, arising as a result of, related to, with respect to or in connection with or based in whole or in part on the Contracts (such claims, obligations, demands, actions, causes of action and liabilities referred to herein collectively as "Enron Claims"); provided, however, that could Enron does not hereby waive, release or might act on behalf discharge Counterparty from any of himits obligations under this Settlement Agreement, including, without limitation, his counsel Counterparty's obligation to pay the Settlement Payment. (all of whom are collectively referred to as “Executive Releasers”)b) Counterparty, and the Companyfor itself, its parentssuccessors and assigns, divisionshereby waives, subsidiaries, affiliates, releases and forever discharges Enron and its Affiliates and each of their past past, present and present future officers, directors, partners, members, employees, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and servants from any and all claims, obligations, demands, actions, causes of action, claims, demands, costs action and expenses, including attorneys’ feesliabilities, of every whatsoever kind and nature whatsoevernature, character and description, whether in law or in equity, whether now sounding in tort, contract or under other Applicable Law, whether known or unknown, that each Releaserand whether anticipated or unanticipated, of or any person acting under any of themto Counterparty, which Counterparty and its successors and assigns ever had, now have or may now ever have, arising from any event, transaction, matter, circumstance or claim at fact (including, but not limited to, the Investigative Matters) in any future time way arising out of, arising as a result of, related to, with respect to have, or in connection with or based in whole or in part upon on the Contracts (including, without limitation, the Guaranty) (such claims, obligations, demands, actions, causes of action and liabilities referred to herein collectively as "Counterparty Claims" and, together with the Enron Claims, as "Claims"); provided, however, that Counterparty does not hereby waive, release or discharge Enron from any act of its obligations under this Settlement Agreement. (c) The consequences of the foregoing waiver provisions have been explained by each of the Parties' respective counsel. Each of the Parties acknowledge that they may hereafter discover facts different from, or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited in addition to, any claim in connection with the Executive’s employment relationship with the Company, those which they now know or the termination thereof, without regard believe to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (true with respect to unvested benefits)the Claims, and agree that this Settlement Agreement and the National Labor Relations Act, Title VII releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. (d) To the extent Applicable Law would not otherwise recognize the provisions of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement subsections (although he may voluntarily choose to sign this Agreement earliera) and he may revoke this Agreement within the seven (7b) day period following his execution of this Agreement. Each party specifically represents that it or he has had Section 2.2 as constituting a full and fair opportunity final release applying to consult with counsel of its all unknown and unanticipated Claims, as well as those now known or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectlydisclosed, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted Parties hereby expressly waive all rights or benefits which either one or both of them may have now or in the broadest possible manner in favor of future under any such Applicable Law. The Parties acknowledge that they have separately bargained for the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision foregoing mutual releases and such mutual releases constitute a key element of this Settlement Agreement. (e) For purposes of this Settlement Agreement, this release the following terms shall not waive or in any way limit or otherwise affect have the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.following meanings:

Mutual Release. a. The Executive, for himself, his heirs, personal representatives successors and assigns, assigns and any other person in consideration of the payments to be made by or entity that could or might act on behalf of himthe Company pursuant to Section 4 of this Agreement, includingdoes hereby forever discharge and release the Company, without limitationany subsidiaries, his counsel (affiliated companies, companies with common management, ownership or control, successors, assigns, insurers and reinsurers, attorneys, and franchisees, and all of whom are their officers, directors, shareholders, employees, agents and representatives, in their official and individual capacities (collectively referred to as “Executive ReleasersReleasees”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsclaims, demands, causes of action, claimsdamages, demandscharges, costs and complaints, grievances, expenses, including attorneys’ feescompensation and remedies which the Executive now has or may in the future have on account of or arising out of any matter or thing which has happened, of every kind and nature whatsoever, in law developed or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through occurred before the date of execution this Agreement (collectively “Claims”), including, but not limited to, all Claims arising from the Executive’s employment with the Company or any of this Agreementits affiliated companies, including the termination of such employment, any and all relationships or dealings between the Executive and the Company or any of the other Releasees, the termination of any such relationships and dealings, and any and all other Claims the Executive may have against the Company or any of the other Releasees, and the Executive hereby waives any and all such Claims including, all charges or complaints that were or could have been filed with any other court, tribunal or governmental agency, and any and all Claims not previously alleged, including, but not limited to, any claim Claims under the following: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in connection with Employment Act (ADEA), as amended; (c) the Executive’s employment relationship with Federal Employee Retirement Income Security Act of 1974 (ERISA), as amended; (d) the CompanyAmericans With Disabilities Act (ADA), as amended; (e) the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; (f) Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (g) any and all statutes of similar nature or purpose under Delaware or Wisconsin law, or the termination thereof, without regard to present actual knowledge law of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under any other state; and (h) any federal, state or local lawslaw, rule, regulation, constitution, executive order or guideline of any description, including, but not limited to, those laws described above, or any rule or principle of equity or common law, or any Claim of defamation, conversion, interference with a contract or business relationship, or any other intentional or unintentional tort, or any Claim of loss of consortium, or any Claim of harassment or retaliation, or breach of contract or implied contract, or breach of covenant of good faith and fair dealing, or any whistle-blower Claim. This release, discharge and waiver shall be hereinafter referred to as the “Release.” Notwithstanding the foregoing, Executive shall have the right to assert defenses and counterclaims against any individuals referenced in this subparagraph in connection with any claim that might be asserted against Executive by any of them, in which case this Release shall not preclude the assertion of any defenses or counterclaims that are otherwise the subject of this Release. b. The Company similarly releases the Executive and his agents, attorneys, heirs and assigns from any and all Claims as defined above, whether known or unknown, which the Company has, had or might have been able to assert or make based on any action, omission or conduct of any kind on the part of the Executive or his agents, attorneys, heirs or assigns from the beginning of time up to the execution of this Agreement. c. The Executive agrees that this Release may be legally waived enforced in federal, state or local court, and released such as before any federal, state or local administrative agency or body. d. This Release does not prohibit the Fair Labor Standards ActExecutive from filing an administrative charge of alleged employment discrimination, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, harassment or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct of 1967, the Rehabilitation Americans With Disabilities Act of 1973, or the Equal Pay ActAct of 1963; however, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants Executive represents that it or he has not assigned to date filed or transferred cause to be filed any person such administrative charge, and further agrees that he hereby waives any portion right to monetary or other recovery should any federal, state or local administrative agency pursue any Claim on his behalf and will immediately request in writing that the Claim or matter on his behalf be withdrawn. Thus by signing this Agreement, the Executive waives any right he had to obtain a recovery if an administrative agency pursues a Claim against the Company or any of the other Releasees based on any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported action taken by the Company or any of the other Releasees up to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution date of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in that he will have released the Company and the other Releasees of any and all Claims, and the continuing effect of any and all Claims of any nature up to the date of this Agreement. Each party . e. The Executive specifically understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence termination of his employment with does not violate or disregard any oral or written promise or agreement, of any nature whatsoever, express or implied. If any contract or agreement of employment exists concerning the Executive, whether such rights arise under the Company’s articles employment of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or the terms and conditions of such employment or the termination of such employment, whether oral or written, express or implied, that contract or agreement (including the Employment Agreement) is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability hereby terminated and loss suffered is null and expenses reasonably incurred by such personvoid.

Mutual Release. The Executive▇. ▇▇▇▇▇' Release in Full. ▇▇▇▇▇, for in consideration of the matters specified in Article II hereinabove, the receipt (and anticipated receipt) and sufficiency of which is hereby acknowledged and confessed, has RELEASED, ACQUITTED AND FOREVER DISCHARGED, and by these presents does himself, his heirspredecessors, personal representatives successors and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE, Company and its affiliated companies or entities, predecessors, successors, assigns, officers, directors, shareholders, employees, agents, legal representatives, and attorneys, from all existing and future claims, demands and causes of action for all existing and future damages and remedies, known Initials: /s/ RD Initials: /s/ VB ---------- ----------- or unknown, which have accrued or may ever accrue to ▇▇▇▇▇, his predecessors, successors, and assigns, arising out of or in any other person way related to or entity that could or might act on behalf connected with payment of himcompensation to ▇▇▇▇▇ under the terms of the April 13, 1998 Employment Agreement, including, without limitationbut not limited to, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expensescauses of action of any nature, whether in contract or tort, including attorneys’ feesnegligence, or arising under or by virtue of every kind and nature whatsoeverany statute or regulation, in that are now recognized by law or that may be created in equitythe future in any manner, whether now known or unknownincluding, that each Releaserbut not limited to, by statute, regulation, or judicial decision, for all losses, damages or remedies of any person acting under kind that are now recognized by law or that may be created or recognized in the future in any of themmanner, may now haveincluding without limitation by statute, regulation or claim at any future time to havejudicial decision, based in whole or in part upon any act or omission occurring from including, but not limited to, the beginning of time through the date of execution of this Agreementfollowing: all actual damages, including but not limited toto lost profits, loss of reputation, loss of opportunity, out of pocket expenses, loss of earnings, exemplary and punitive damages, all penalties of any claim in connection with the Executive’s employment relationship with the Companykind, or the termination thereofpast, without regard present, and future personal injuries, property damage, loss of consortium, damage to present actual knowledge familial relations, ensuing damage, loss of such acts or omissionsinheritance, including specificallyloss of companionship, but not by way loss of limitationsociety and affection, matters which may arise at common lawloss of enjoyment of life, such as breach of contractmental anguish, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamationattorney's fees and pre- and post- judgment interest. This Settlement Agreement and Mutual Release in Ful encompasses all liability based on legal theories of every nature. B. Company's Release in Full. Company, or under federal, state or local laws, that may be legally waived and released such as in consideration of the Fair Labor Standards Actmatters specified in Article II herein above, the receipt (and anticipated receipt) and sufficiency of which is hereby acknowledged and confessed, have jointly and severally RELEASED, ACQUITTED, AND FOREVER DISCHARGED, and by these presents does itself, its predecessors, successors and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE, ▇▇▇▇▇ and his predecessors, successors, assigns, employees, agents, legal Initials: /s/ RD Initials: /s/ VB ---------- ----------- representatives and attorneys, from all existing and future claims, demands and causes of action for all existing and future damages and remedies, known or unknown, which have accrued or may ever accrue to Company, its predecessors, successors, and assigns, arising out of or in any way related to the ONE HUNDRED TWENTY-ONE THOUSAND FORTY THREE and 14/100 DOLLARS ($121,043.14) Employee Retirement Income Security Act, Receivables due from ▇▇▇▇▇ to Company as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision date of this Agreement, this release shall including, but not waive limited to, all claims, demands, and causes of action of any nature, whether in contract or in tort, including negligence, or arising under or by virtue of any way limit statute or otherwise affect the Executive’s rightsregulation, if any, to indemnification and/or defense in connection with any claim that are now recognized by law or that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, created in the event the Executive was or is made or is threatened to be made a party or is otherwise involved future in any actionmanner, suit or proceedingincluding, whether civilbut not limited to, criminalby statute, administrative or investigative (a “proceeding”) by reason of the fact that heregulation, or a person judicial decision, for whom he is all losses, damages or remedies of any kind that are now recognized by law or that may be created or recognized in the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entityfuture in any manner, including service with respect to employee benefit planswithout limitation by statute, against regulation or judicial decision. This Settlement Agreement and Mutual Release in Full encompasses all liability and loss suffered and expenses reasonably incurred by such personbased on legal theories of every nature.

Mutual Release. (a) Release by the Executive. (i) The ExecutiveExecutive knowingly and voluntarily releases and forever discharges the Company and the Company's parents, for himselfsubsidiaries and affiliates, his heirstogether with all of their respective past and present directors, personal representatives managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any other person of the foregoing in their capacity as a shareholder or entity that could or might act on behalf agent of himthe Company (collectively, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and "Releasees") from any and all actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, claimsobligations, demands, costs damages and expenses, including attorneys’ fees, liabilities of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, that each Releasersuspected or unsuspected, which against them the Executive or any person acting under any of themhis executors, may administrators, successors or assigns ever had, now have, or may hereafter claim at to have against any future time to haveof the Releasees by reason of any matter, based in whole cause or in part upon thing whatsoever arising on or before the Separation Date and whether or not previously asserted before any act state or omission occurring from federal court or before any state or federal agency or governmental entity (the beginning of time through the date of execution of this Agreement"Release"). The Release includes, including but not limited towithout limitation, any claim rights or claims relating in connection with any way to the Executive’s 's employment relationship with the CompanyCompany or any of the Releasees, or the termination thereof, without regard to present actual knowledge of such acts or omissionsarising under any statute or regulation, including specifically, but not by way the Age Discrimination in Employment Act of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Civil Rights Act of 1973, the Equal Pay Act1991, the Americans with Disabilities Act; EXCEPT for Act of 1990, the rights Employee Retirement Income Security Act of 1974, and obligations created by this Agreement AND EXCEPT for the Family Medical Leave Act of 1993, each as amended, or any vested other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and the Executive. (ii) Nothing herein shall be deemed to release any of the Executive's rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. this Agreement. (iii) The Executive further warrants represents that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws advised him to consult with an attorney of any statehis choosing prior to signing this Agreement. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing he has the right and has in fact reviewed this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningand, directly or indirectlyspecifically, the Release, with an attorney of the Executive’s employment relationship with 's choice. The Executive further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and that the Executive is under no obligation to consent to the Release, and that he has entered into this Agreement freely and voluntarily. (iv) THE EXECUTIVE SHALL HAVE 21 DAYS TO CONSIDER THIS AGREEMENT AND ONCE HE HAS SIGNED THIS AGREEMENT, THE EXECUTIVE SHALL HAVE SEVEN ADDITIONAL DAYS FROM THE DATE OF EXECUTION TO REVOKE HIS CONSENT TO THE RELEASE SET FORTH ABOVE. Any such revocation shall be made by delivering written notification to the Chairman of the Board of Directors of the Company and the Chairman of the Audit Committee of the Board of Directors of the Company. In the event that the Executive revokes his Release, including all the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor terms of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision sections and subsections of this Agreement, this release other than Section 1(a) hereof, shall be null and void and shall not waive or in any way limit or otherwise affect become effective. If no such revocation occurs, the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against Release and this Agreement shall become effective as of the eighth day after the date the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personsigns this Agreement.

Mutual Release. The ExecutiveLandlord and (subject to Tenant’s timely satisfaction of each of the terms and conditions of, for himselfand the timely performance by Tenant of its duties and obligations under, his heirsthis Agreement) Tenant, personal representatives and each of their respective predecessors, successors and assigns, their subsidiaries, parent and affiliated entities, and each of their respective employees, agents, representatives, directors, officers, shareholders and partners, as applicable and as the case may be, are each hereby absolutely, irrevocably, unconditionally, fully and forever RELEASED and FOREVER DISCHARGED of and from their respective duties and obligations to observe and perform the several covenants, conditions and agreements in, under and pursuant to the Lease on their respective parts to be observed and performed, and from any other person and all claims, actions, causes of action, suits, debts, accounts, covenants, agreements, promises, damages, awards, warranties (express or entity that could implied), liabilities, obligations, liens, judgments, losses, obligations, executions, claims, demands, fees, costs and expenses of every kind, nature and character whatsoever, in law 4892-9003-3038, v. 3 or might act in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, and sounding in contract or in tort (each, a "Claim" and collectively, the "Claims"), which either party ever had, now has or which they hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, in any way existing or arising from, under, arising out of, attributable to, or resulting from the Lease, the Premises or the Building; provided, however, in no event shall the foregoing provisions release or discharge (or be deemed in any manner to have released and discharged): (a) Tenant from any Claims, of any kind, nature or character, known or unknown, accruing to or for the benefit of Landlord subsequent to the Effective Date and prior to such time as Tenant actually surrenders possession of the Premises to Landlord in accordance with Paragraph 5 above and arising out of (i) the acts or omissions on behalf the part of himTenant, its employees, agents or contractors, in connection with the use or occupancy of the Premises or the Building, or (ii) Tenant’s breach of any obligation, covenant or agreement to be observed or performed by Tenant under the Lease or pursuant to this Agreement, including, without limitation, his counsel Tenant’s failure to surrender the Premises in accordance with the terms and provisions of the Lease and this Agreement; (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and b) either party from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ feesClaims, of every kind and any kind, nature whatsoeveror character, in law or in equity, whether now known or unknown, that each Releaseraccruing to or for the benefit of Landlord or Tenant, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim and arising in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as other party's breach of contractits representations and warranties made hereunder or in the Lease, express regardless of when the same accrues (whether before or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, after the Effective Date or under federal, state Cancellation Date); or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect c) Tenant from its obligations to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT indemnify Landlord for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations matters set forth in this Agreement. Each party understands the Lease and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement, regardless of when such obligation accrues (whether before or after the Effective Date or Cancellation Date), all of which expressly survive termination of the Lease. Notwithstanding any other provision of this Agreementthe immediately preceding sentence, this release shall not waive or in any way limit or otherwise affect the Executive’s rights▇▇▇▇▇▇ hereby agrees to defend, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason Landlord harmless under Section 18 of the fact that he, Lease from and against any and all Claims incurred or a person for whom he is suffered by Landlord due to Tenant’s failure to timely surrender the legal representative, is Premises to Landlord on or was a director, officer, employee or agent of before the Company or is or was serving at the request of the Company Cancellation Date as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect required pursuant to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personParagraph 5 above.

Mutual Release. The Executive, In exchange for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred the consideration provided to as “Executive Releasers”), and the CompanyCompany under this Agreement that Executive and the Company would otherwise not be entitled to, its parentsExecutive and the Company expressly waive and release (EXCEPTING any claims the Company may have against Executive in connection with a breach by Executive of the Non-Competition Agreement or the Invention Disclosure Agreement, divisions, subsidiaries, affiliates, and each as defined in Section 16 or for breach of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred this Agreement by either party)and promise never to as “Company Releasers), hereby fully and forever release and discharge each other of and from assert any and all actions, claims or causes of action, claimswhether or not now known, demandsagainst the other party or the other party's predecessors, costs successors, subsidiaries, officers, directors, agents, employees and expensesassigns, including attorneys’ feeswith respect to any matter, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim arising at any future time prior to have, based in whole or in part upon any act or omission occurring from the beginning of time through and including the date of execution of this Agreement, including including, but not limited to, any matter arising out of or connected with Executive's employment with the Company or the termination of that employment, or any claim in connection with the Executive’s employment relationship with any benefit or compensation allegedly owed or provided by the Company, or the termination thereofincluding, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach claims of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, any claims of discrimination or harassment based on sex, age, race, national origin, disability or on any other basis, under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the California Labor Code, the Age Discrimination in Employment ActAct of 1967, as amended (the "ADEA"), the Rehabilitation Act of 1973New York State Human Rights Law, the Equal Pay ActNew York City Administrative Code, the Americans with Disabilities Act; EXCEPT for the and all other laws and regulations relating to employment. Executive expressly waives and releases any and all rights and obligations created benefits under Section 1542 of the Civil Code of the State of California (or any analogous law of any other state), which reads 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." Furthermore, both Executive and the Company agree and understand that if, hereafter, they discover facts different from or in addition to those which they now know or believe to be true, that the waivers and releases herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. Nothing contained in this Agreement AND EXCEPT for shall constitute or be treated as an admission by Executive or the Company of liability, of any vested rights under any pension, retirement, profit sharing, health and welfare or stock optionwrongdoing, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any violation of law. Executive understands and agrees that he is waiving any right to bring any claim which is releasedof age discrimination, waived and discharged aboveas well as any other claim against the Company. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants understands that he has been given at least 21 up to twenty-one (21) days to review this Agreement, and consider to consult with an attorney of his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the choice. Executive has seven (7) day period following his execution days after signing the Agreement to revoke such Agreement, by providing written notice of revocation to the Company. If Executive wishes to revoke this Agreement during such time, he shall deliver a letter of revocation to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President, Human Resources. Because of this Agreement. Each party specifically represents revocation period, Executive understands that it the Agreement shall not become effective or he enforceable until the eighth day after Executive has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in signed this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveP▇▇▇▇▇▇ and Standard Management, for himselfon behalf of themselves, his their heirs, next of kin, personal representatives, affiliated entities, subsidiaries, assigns and successors in interest, each hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY mutually release, acquit and forever discharge to the fullest extent permitted by law the other and the other’s heirs, personal representatives and assignsrepresentatives, and any other person or entity that could or might act on behalf of himpredecessors, includingsuccessors, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisionsaffiliated entities, subsidiaries, affiliates, and each of their past and present officersassigns, agents, directors, executivesmembers, shareholders, independent contractorsowners, attorneys directors, officers, employees, representatives, attorneys, insurance carriers, benefit plans and insurers (all other persons acting by, through, under or in concert with any of whom are collectively referred to as “Company Releasers)them, hereby fully and forever release and discharge each other of and from any and all claims, allegations, charges, complaints, liabilities, damages, lawsuits, actions, causes of action, claimsrights, demands, costs and expensescosts, including losses, debts, reinstatement, instatement, employment, reemployment, back pay, front pay, lost wages, unemployment compensation, liquidated damages, benefits, obligations, promises, agreements, controversies, attorneys’ fees, costs, taxes, and rights of every any kind and or nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, fixed or contingent by any person acting under any of them, may now have, reason whatsoever without exception or claim at any future time reservation on matters arising prior to have, based in whole or in part upon any act or omission occurring from the beginning of time through and up to the date of execution of this Agreement, including but not limited to, any claim in connection to all matters arising out of or relating to P▇▇▇▇▇▇’▇ employment with the Executive’s employment relationship with the Company, or the termination thereofof his employment from Standard Management, without regard except for any matter related to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII enforcement of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement including, without limitation, the enforcement of the Agreed Judgment (although he may voluntarily choose Exhibit A) attached hereto and described in paragraph 3 or the provisions of paragraph 4. This release is intended by the Parties to sign this Agreement earlier) be all-encompassing and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had to act as a full and fair opportunity to consult with counsel total release of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party each may have or had against the other, except including but not limited to, any federal or state law or regulation or local ordinance dealing with either employment or employment discrimination such as specifically provided otherwise race, color, sex, religion, national origin, age, disability, veteran status or citizenship, or any contract, whether oral or written, expressed or implied, or any claim in this Agreement. Notwithstanding any other provision of this Agreementcommon law; provided, however, this release shall not waive effect any rights or in any way limit or otherwise affect the Executive’s rightsobligations existing under this Agreement including, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specificallywithout limitation, the Company shall indemnify Agreed Judgment (Exhibit A) attached hereto and hold described in paragraph 3 or the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason provisions of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personparagraph 4.

Mutual Release. The ExecutiveIn consideration of the covenants and agreements contained herein, for including the Company’s obligations and payments to be made under Subsection 2(a) above, ▇▇▇▇▇▇▇▇▇▇ on behalf of himself, and his respective heirs, personal representatives executors, administrators, affiliates, successors and assigns, hereby releases, acquits, and any other person or entity that could or might act on behalf forever releases and discharges Former BPOMS and the Company and each of himtheir former and present agents, includingdirectors, without limitationofficers, his counsel stockholders, employees, servants, parent, affiliates, owners, subsidiaries, divisions, successors, predecessors and assigns (all of whom are such entities and individuals hereinafter collectively referred to as the “Executive ReleasersReleased Parties”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other ) of and from any and all claims, actions, causes of action, claims, demands, costs and rights, damages, debts, compensation, costs, or other expenses, including without limitation attorneys’ fees, of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserwhich ▇▇▇▇▇▇▇▇▇▇ ever had, now has, or which he, his heirs, executors, administrators, successors and assigns hereafter can, shall or may have against the Released Parties arising out of any person acting under any of themmatter, may now havecause, acts, conduct, claims or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreementevents, including but not limited to, any claim in connection each and every claim, demand or cause of action which ▇▇▇▇▇▇▇▇▇▇ ever had or now has arising out of the Employment Agreement or ▇▇▇▇▇▇▇▇▇▇’▇ association or employment with the Executive’s employment relationship with the CompanyReleased Parties, as an employee, officer, independent contractor or consultant, or the termination cessation thereof, without regard and any written or oral representations made to present actual knowledge ▇▇▇▇▇▇▇▇▇▇ thereby, and any federal, state, or local statute, rule, regulation or principle of such acts or omissionscommon law, including specificallyincluding, but not by way of limitationlimited to, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or any claims under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.; the Age Discrimination in Employment Act (and Older Worker Benefits Protection Act), the Rehabilitation Act of 1973as amended, the Equal Pay Act, 29 U.S.C. §§ 621 et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq.; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.; or under any pensionother federal, retirementstate or local statute, profit sharingrule or regulation or principle of employment or contract law. In consideration of the covenants and agreements contained herein, health the Company on behalf of itself and welfare or stock optionall its affiliates constituting the Released Parties, and their successors and assigns, hereby releases, acquits, and forever releases and discharges ▇▇▇▇▇▇▇▇▇▇ of and from any and all claims, actions, causes of action, demands, rights, damages, debts, compensation, costs, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion other expenses, including without limitation attorneys’ fees, of any claim nature whatsoever, whether known or unknown, which is releasedany such parties ever had, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injurynow has, or disability compensable which they or recoverable under the worker’s compensation laws of any state. The Executive further represents their successors and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it assigns hereafter can, shall or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against ▇▇▇▇▇▇▇▇▇▇ arising out of any matter, cause, acts, conduct, claims or events, including but not limited to, each and every claim, demand or cause of action which they ever had or now has arising out of the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive Employment Agreement or in any way limit ▇▇▇▇▇▇▇▇▇▇’▇ association or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the ExecutiveReleased Parties, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a directoran employee, officer, employee independent contractor or agent consultant, or the cessation thereof, and any written or oral representations made to them by ▇▇▇▇▇▇▇▇▇▇, and any federal, state, or local statute, rule, regulation or principle of the Company common law or is regulation or was serving at the request principle of the Company as a directoremployment or contract law. Nothing contained in this Section 6 shall release, officeracquit, employee or agent discharge any claims, actions, causes of another corporation action, demands, rights, damages, debts, compensation, costs, or of a partnership, joint venture, trust, enterprise or non-profit entityother expenses, including service with respect to employee benefit planswithout limitation, against all liability and loss suffered and expenses reasonably incurred by such personattorneys’ fees, arising out of or relating the obligations contained in this Agreement or the enforcement thereof.

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf (a) Subject to the further provisions of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”this paragraph 5(a), the Purchaser and the CompanyCompany (collectively, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “the "Company ReleasersParties"), hereby fully irrevocably and unconditionally release, acquit, and forever release discharge the Seller, his spouse, children, heirs, executors and discharge each other of administrators (together, the "Seller Parties"), from and from with respect to any and all disputes, complaints, claims, counterclaims, actions, causes of action, claimsliabilities, demandssuits or damages (collectively "Claims"), costs and expenseswhether at law or in equity, including attorneys’ feesstatutory or otherwise, whether known or unknown, asserted or unasserted, of every kind and nature whatsoever, in that the Company Parties ever had, now has, or hereafter can, will or may have against any of the Seller Parties for, upon, or by reason of any matter, cause of action, or thing, whatsoever from the beginning of the world to the date hereof relating to the Company, but expressly excluding (i) any Claim relating to the performance of such parties' obligations under this Agreement or for breach of or to enforce this Agreement and (ii) any Claims or other matters substantially unrelated to, or not arising from or out of, the business, affairs, operations, assets, properties, policies or practices of the Company. (b) Subject to the further provisions of this paragraph 5(b), the Seller, on behalf of himself and the other Seller Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the Company Parties from and with respect to any and all Claims, whether at law or in equity, statutory or otherwise, whether now known or unknown, asserted or unasserted, of every kind and nature whatsoever, that each Releaserany Seller Party ever had, now has, or any person acting under hereafter can, will or may have against any of themthe Company Parties for, may now haveupon, or claim at by reason of any future time to havematter, based in whole cause of action, or in part upon any act or omission occurring thing, whatsoever from the beginning of time through the world to the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with hereof relating to the Company, or but expressly excluding (i) any Claim relating to the termination thereof, without regard to present actual knowledge performance of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and parties' obligations under this Agreement (although he may voluntarily choose or for breach of or to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of enforce this Agreement, this release shall and (ii) any Claims or other matters substantially unrelated to, or not waive arising from or in any way limit out of, the business, affairs, operations, assets, properties, policies or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence practices of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveIn consideration of the covenants, for himselfagreements and undertakings of the Parties under this Termination Agreement, his heirseach Party, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), itself and the Company, its respective present and former parents, divisions, subsidiaries, affiliates, officers, directors, shareholders, members, successors and each of their past assigns (collectively, "Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, directorsrepresentatives, executivespermitted successors and permitted assigns (collectively, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserforeseen or unforeseen, matured or any person acting under unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, "Claims"), which any of themsuch Releasors ever had, may now have, or claim at hereafter can, shall, or may have against any future time to haveof such Releasees for, based in whole upon, or in part upon by reason of any act matter, cause, or omission occurring thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Share Purchase Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement (including any surviving indemnification obligations under the Placement Agent Agreement). Obligations surviving under the Share Purchase Agreement shall also be mutually released upon execution of this Agreement, including but not limited to, any claim in connection with except for the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII obligations arising out of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.Article 11.4

Mutual Release. The Executive, for himself, his heirs, personal representatives Employee acknowledges and assignsagrees that the consideration provided under this Agreement represents valuable consideration that the Company is not obligated to provide Employee and is greater than the consideration to which Employee would have been entitled from any source or agreement with the Company upon Employee’s retirement from employment with the Company. Except as to the promises made in this Agreement, and any other person or entity that could or might act on behalf in consideration of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the benefits provided by the Company, its parentsEmployee hereby fully, divisionsforever, subsidiariesirrevocably and unconditionally releases, affiliates, settles and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “discharges the Company Releasers), hereby fully and forever release and discharge each other of and from any and all manner of claims, charges, complaints, debts, liabilities, demands, actions, causes of action, claimssuits, demandsrights, costs covenants, contracts, controversies, agreements, promises, omissions, damages, obligations and expenses, including attorneys’ fees, expenses of every kind and nature whatsoever, in law or in equityany kind, whether now known or unknown, that each Releaserwhich Employee has, had, or may have against the Company or any person acting under any of them, may now haveCompany-sponsored employee benefit plans arising from, or claim at relating in any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited way to, any claim in connection with the Executive’s Employee's employment relationship with the CompanyCompany occurring through the date Employee signs this Agreement. Specifically included in this waiver and release are, or the termination thereofamong other things, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or any and all claims arising under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Older Workers Benefit Protection Act, the Americans with With Disabilities Act; EXCEPT , the Family and Medical Leave Act, the Florida Civil Rights Act of 1992, as well as any other federal, state or local statutes, and any claims under common law including but not limited to claims in tort, for breach of contract, or for wrongful discharge. Employee agrees to release and discharge the rights Company not only from any and obligations created all claims or causes of action which Employee could make on Employee’s own behalf, but also those that may or could be brought by any person or organization on Employee’s behalf, and Employee specifically waives any right to become, and promises not to become, a member of any class in any proceeding or case in which any such claim or cause of action against the Company may arise, in whole or in part, from any event which occurred on or before the date of this Agreement. Nothing in this Agreement AND EXCEPT for any vested is intended to waive: (i) rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants claims that it or he has not assigned or transferred to any person any portion may arise after the date of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the workerEmployee’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement; (ii) Employee’s entitlement to indemnification as an employee or officer of the Company, whether such entitlement arises: (A) pursuant to the terms of the Indemnification Agreement referenced below; (B) under the terms of the Company’s organizational or governing documents; or (C) otherwise under applicable law; (iii) claims which by law cannot be released by private agreement; or (iv) claims arising from the Company’s breach of this Agreement, the Indemnification Agreement, or the Equity Agreements. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreementsThe Company acknowledges, representationsunderstands, and declarations agrees that the Indemnification Agreement (including Employee’s entitlement to indemnification thereunder) survives Employee’s separation from the Company, and remain in effect in accordance with its terms. In consideration of Employee’s covenants and agreements set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with receipt and sufficiency of which is hereby acknowledged by the Company, including the ExecutiveCompany hereby does release and forever discharges Employee, Employee’s separation agents, attorneys, insurers, representatives and consultants, and Employee and her heirs, successors and assigns, of and from employment. Each party agrees that this legal release is intended to be interpreted in any and all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney's fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, the broadest possible manner in favor of the other party, to include all actual Company has or potential legal claims that one party may might have against the otherthem or any of them, except as specifically provided otherwise whether known or unknown, in this Agreement. Notwithstanding any other provision law or equity, contract or tort, arising out of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his Employee’s employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts Company or otherwise. Specifically, and however originating or existing, from the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason commencement of the fact employment relationship. It is expressly agreed and understood by both Parties that he, or this is a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personGENERAL MUTUAL RELEASE.

Mutual Release. The ExecutiveASSIGNOR does for itself, for himselfits successors, his assigns, heirs, personal representatives executor and assignsadministrator, hereby remise, release, and forever discharge generally the COMPANY and any other person affiliate, wholly-owned or entity that could controlled corporation, subsidiary, successor or might act on behalf assign thereof and any shareholder, officer, director, employee, or agent of him, including, without limitation, his counsel (all any of whom are collectively referred to as “Executive Releasers”)them, and the CompanyCOMPANY does hereby remise, its parents, divisions, subsidiaries, affiliatesrelease, and each of their past and present officersforever discharge generally ASSIGNOR, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs damages, injuries, agreements and expensescontracts, including attorneys’ feesindebtedness, accounts of every kind and nature whatsoevercharacter, in whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential, which ASSIGNOR or COMPANY may now have, or may hereafter claim to have had or to have acquired against the other of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all claims at law or in equity, whether now known those arising under the common law or unknownstate or federal statutes, that each Releaserrules or regulations such as, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitationexample only, matters franchising, securities and antitrust statutes, rules or regulations, in any way arising out of or connected with the Agreement under which ASSIGNOR may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had now operate a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations"Pretzel Time" store, and declarations set forth in further promise never from this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningday forward, directly or indirectly, the Executive’s employment relationship with the Companyto institute, including the Executive’s separation from employment. Each party agrees that this legal release is intended prosecute, commence, join in, or generally attempt to be interpreted in the broadest possible manner in favor of the other party, to include all actual assert or potential legal claims that one party may have maintain any action thereon against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreementaffiliate, this release shall not waive or in any way limit or otherwise affect the Executive’s rightssuccessor, if anyassign, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executiveparent corporation, whether such rights arise under the Company’s articles of incorporationsubsidiary, bylawsdivision, insurance contracts or otherwise. Specificallycontrolled corporation, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee shareholder, employee, agent, servant, general partner, limited partner, executor, administrator, estate, trustee or agent heir, in any court or tribunal of the Company United States of America, any state thereof, or is any other jurisdiction. In the event ASSIGNOR or was serving at the request COMPANY breaches any of the Company as a directorpromises, officercovenants, employee or agent undertakings made herein by any act or omission, the breaching party shall pay, by way of another corporation indemnification, all costs and expenses of the other caused by the act or of a partnership, joint venture, trust, enterprise or non-profit entityomission, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personreasonable attorney's fees.

Mutual Release. The Executive(a) Recovery, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), itself and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past former and present shareholders, officers, agents, directors, executives, shareholders, independent contractors, attorneys principals and insurers (all of whom are collectively referred to as “Company Releasers)representatives, hereby fully fully, finally and forever release releases and discharge discharges Participant and each other of its former and present members, officers, agents, directors, principals and representatives of and from any and all actions, causes of actionliabilities, claims, demands, costs demands and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equitydamages, whether now known or unknown, that each Releaserarising out of any acts or omissions occurring, or any person acting under any of themfacts or circumstances existing, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through on the date of execution this Agreement or any earlier date and relating to or arising out of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, Development Agreement or the termination thereofJOA (each a “Claim” and, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Actcollectively, the Employee Retirement Income Security Act“Claims”). (b) Participant, as amended on behalf of itself and its former and present members, officers, agents, directors, principals and representatives, hereby fully, finally and forever releases and discharges Recovery and each of its shareholders, officers, agents, directors, principals and representatives of and from any and all Claims. (with respect c) Each of Recovery and Participant hereby covenant and agree never to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare institute (or stock option, participate in) or similar plan. Each party hereby warrants that it cause to be instituted or he has not assigned or transferred to any person any portion continue prosecution of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, suit or disability compensable other form of action or recoverable under the worker’s compensation laws proceeding of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it kind or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring nature whatsoever against any legal claim against the other party concerning, directly hereto by reason of or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim of the Claims released, acquitted and discharged in Section 7(a) and (b) above. (d) Each of Recovery and Participant hereby covenant and agree that it has not sold, assigned or otherwise transferred any such Claim. (e) Each of Recovery and Participant knowingly grants the release contained herein notwithstanding that such party may hereafter discover facts in addition to, or different from, those to which that party now knows of believes to be true, and without regard to the subsequent discovery of existence of such different or additional facts, and expressly waives any and all rights that any such party may have under any statute, procedural rule or common law principle, in equity or otherwise, which would limit the effect of the release contained herein to those Claims actually known or suspected to exist at the time of the effectiveness of this Agreement. (f) Each party understands, acknowledges and agrees that the release of Claims set forth herein may be asserted against the Executive pleaded as a consequence of his employment with the Executivefull and complete defense and/or as a cross-complaint or counterclaim against, whether such rights arise under the Company’s articles of incorporationand may be used as a basis for an injunction against, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit suit, or proceedingother proceeding which may be instituted, whether civil, criminal, administrative prosecuted or investigative (a “proceeding”) by reason attempted in breach of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personprovisions herein.

Mutual Release. The ExecutiveIn consideration of the mutual agreements herein contained, upon payment in full to Virgin of the consideration set forth in Section 1(b) and termination of the Tax Receivable Agreement, (a) the Corporation will thereupon be deemed for himselfall purposes except to claim indemnification pursuant to Section 2, his heirsto have fully, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully finally and forever release released, discharged and discharge each other of and from waived against Virgin any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, costs and expensesjudgments, including attorneys’ liabilities, obligations, actions for legal fees, of every kind and nature whatsoeverrights, in law or in equity, whether now known or unknown, that each Releaserasserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any person acting other forum, under the laws of any jurisdiction or under international law, which have arisen or may arise in the future in connection with or relating to the Tax Receivable Agreement by or on behalf of themVirgin and (b) Virgin will thereupon be deemed for all purposes to have fully, may now havefinally and forever released, or claim at discharged and waived against the Corporation any future time to haveand all civil actions, based causes of action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in whole law or in part upon equity, known or unknown, asserted or not, existing or not, of whatever kind or nature, in any act jurisdiction, including in arbitration proceedings or omission occurring from any other forum, under the beginning laws of time through any jurisdiction or under international law, which have arisen or may arise in the date future in connection with or relating to the Tax Receivable Agreement by or on behalf of execution the Corporation. For all purposes of this Agreement, the term “Corporation” and “Virgin” will be deemed to include any and all of their respective affiliates, subsidiaries, agents, assigns, attorneys, directors, employees, officers, owners, parents, partners, representatives, members, shareholders, heirs, auditors, consultants, predecessors, divisions, managers, trustees and advisors (including but not limited topast, present and future of any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII all of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personforegoing).

Mutual Release. The In connection with the execution of this Agreement, Executive, for himselfon behalf of Executive, his Executive’s descendants, dependents, heirs, personal representatives and executors, administrators, assigns, and any other person or entity that could or might act on behalf successors, and each of himthem, hereby covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present (and including, without limitation, his counsel any current or former members of the Board of Directors of Society Pass Incorporated (all the ”Board”)), and each of whom are them, hereinafter together and collectively referred to as the “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred Releasees,” with respect to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, claimsobligations, demandsdebts, costs and costs, expenses, including attorneys’ fees, damages, judgments, orders and liabilities of every whatever kind and or nature whatsoeverin law, in law equity or in equityotherwise, whether now known or unknown, that each Releasersuspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any Releasee, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any person acting under other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, may now have, committed or claim at any future time omitted prior to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of this Agreement (the “Release”). In connection with the execution of this Agreement, including the Company, on behalf its Board, subsidiaries, affiliate companies, associate companies, fully releases and discharges the Executive, from any and all liability, actions, causes of actions, and claims of any nature, whether known or unknown, in connection with Executive’s employment and all interactions, agreements, contracts, express or implied. This Mutual Release, however, does not apply to any claim which as a matter of law cannot be released, including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or waived by law. This Mutual Release does not apply to any claim in connection with obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment relationship with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemnification that Executive may have pursuant to the Bylaws of the Company, or the termination thereof, without regard to present actual knowledge its Articles of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, Incorporation or under federal, the Employment Agreement or any other written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) or applicable state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (law with respect to unvested benefits)any loss, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare damages or stock option, or similar plan. Each party hereby warrants that it or he has expenses (including but not assigned or transferred limited to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported attorneys’ fees to the Company before extent otherwise provided) that Executive may in the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days future incur with respect to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Companyservice as an employee, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual officer or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent director of the Company or is any of its subsidiaries or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service affiliates; (3) with respect to employee benefit plansany rights that Executive may have to insurance coverage for such losses, against all damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability and loss suffered and expenses reasonably incurred by such personinsurance policy; or (4) any rights to payments or benefits under this Agreement.

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The , and Executive further represents and warrants agrees that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within will not file a worker’s compensation claim asserting the seven (7) day period following his execution existence of this Agreementany such previously unreported illness, injury, or disability. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the CompanyExecutive’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveIn exchange for the payments and other consideration provided in Section 4 of this Amendment, for Consultant, on behalf of himself, his heirs, personal representatives and assignsexecutors, and any other person or entity that could or might act assigns and the Company on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)itself, and the Companyits Officers, its parentsDirectors, divisionsaffiliates, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), assigns hereby fully release and forever release and discharge each other of and from any and all claims, actions, causes of action, claimscharges, demandsand complaints of any nature whatsoever past, costs present and expensesfuture, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknownunknown (collectively, “Claims”). By entering into this Amendment, it is the Parties’ intent to waive and release all Claims and potential claims against each other that each Releasercan legally be released. The release of Claims by Consultant (the “Consultant Release”), or any person acting under any of themincludes, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but is not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or claims arising under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act(ADEA), the Americans with Disabilities Act (ADA), the Equal Pay Act (EPA), the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), all as amended, and all other federal, state, and local laws and regulations relating to employment or termination of employment that may be legally waived or released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of the Consultant Release in any manner. By signing this Amendment, the Consultant acknowledges that he is knowingly and voluntarily waiving and releasing any rights he has under the ADEA, Older Workers Benefit Protection Act, and its implementing regulations, and that the consideration given for the Consultant Releases in this Amendment is in addition to anything of value to which he is already entitled. Consultant further acknowledges that he has been advised, as required by the ADEA, that: (a) his waiver and release does not apply to any rights or claims that arise after the date he signs this Amendment; EXCEPT for (b) he should consult with an attorney prior to signing this Amendment (although he may choose voluntarily not to do so); (c) he has twenty-one (21) days to consider this Amendment (although he may choose voluntarily to sign it sooner); (d) he has seven (7) days following the date he signs this Amendment to revoke this Amendment (in a written revocation sent to the Company); and (e) this Amendment will not be effective until the date upon which the revocation period has expired, which will be the eighth day after he signs this Amendment provided that he does not revoke it. Notwithstanding the foregoing, nothing in this Paragraph 8 of this Amendment shall be construed as to limit the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise Parties under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason Paragraph 9 of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personExisting Agreement.

Mutual Release. The Executivea. Except as expressly set forth in this Agreement, for himselfand in consideration of the mutual covenants set forth herein, his heirsthe Investor on its own behalf, personal representatives and on behalf of its affiliates, partners, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Investor Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all liabilities, causes of action, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other person legal responsibilities of any form whatsoever, whether known or entity that could unknown, whether previously or might act on behalf presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of himlaw, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, which they have or may claim to have against any of the Company Released Parties prior to and as of the Effective Date, including, without limitation, his counsel any costs, attorneys’ fees or expenses incurred by the Investor Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Company from its continuing obligations under the Purchase Agreements or the Notes (as modified by this Agreement); provided, that, this release shall not extend to (i) any obligations incurred under, or arising out of, this Agreement or (ii) any claims or causes of action against the M▇▇▇▇▇▇▇▇ Law Office, Inc. or T▇▇ ▇▇▇▇▇▇▇▇▇ in connection with or relating to any legal opinions issued by the M▇▇▇▇▇▇▇▇ Law Office, Inc. or T▇▇ ▇▇▇▇▇▇▇▇▇ to Investor, including but not limited to the opinion issued to Investor on or around September 28, 2022 (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the M▇▇▇▇▇▇▇▇ Law Office, Inc. and T▇▇ ▇▇▇▇▇▇▇▇▇ with respect to the matters described in clause (ii) of this proviso) (all of whom the aforementioned are collectively referred to as the “Executive ReleasersInvestor Released Claims”). The Investor Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Company Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Investor Releasing Parties, in connection with or relating to the Investor Released Claims or otherwise. b. Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Company on its own behalf, and on behalf of its affiliates, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Company Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the CompanyInvestor and its past, its parentspresent and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, affiliatesowners, joint ventures, commonly-controlled companies, investors, and each insurers, as applicable, together with all successors and assigns of their past and present officersany of the foregoing (collectively, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company ReleasersInvestor Released Parties”), hereby fully and forever release and discharge each other of and from any and all actionsliabilities, causes of action, charges, complaints, suits, claims, demandsobligations, costs and expensescosts, including losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of every kind and nature any form whatsoever, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, whether now known which they have or unknown, that each Releaser, or any person acting under may claim to have against any of themthe Investor Released Parties prior to and as of the Effective Date, may now haveincluding, without limitation, any costs, attorneys’ fees or claim at any future time expenses incurred by the Company Releasing Parties prior to haveand as of the Effective Date, based solely under and in whole relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Investor from its continuing obligations under the Purchase Agreements or in part upon any act or omission occurring from the beginning of time through the date of execution of Notes (as modified by this Agreement); provided, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreementthat, this release shall not waive extend to any obligations incurred under, or arising out of, this Agreement, provided, further, that this release shall encompass all actions of the Investor Released Parties taken prior to the Effective Date, as of the Effective Date, and at all times after the Effective Date with respect to any claim against any of the Investor Released Parties relating to registration as a broker-dealer under any state or federal laws or statutes (all of the aforementioned are collectively referred to as the “Company Released Claims”). The Company Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Investor Released Parties have no other liabilities or obligations, of any way limit kind or otherwise affect nature, owed to the Executive’s rightsCompany Releasing Parties, if any, to indemnification and/or defense in connection with or relating to the Company Released Claims or otherwise. c. The Investor acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Investor hereby expressly and knowingly waives and relinquishes any claim and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Investor agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Investor acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally. d. The Investor further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Investor agrees that this Agreement may be asserted against the Executive pleaded as a consequence full and complete defense to any and all claims and causes of his employment with action being released pursuant to this Agreement. The Investor acknowledges and consents that this Agreement may be used as the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, basis for an injunction to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in halt any action, suit or proceedingother proceeding based upon claims released under this Agreement. If the Investor fails to comply with this Section 2(d), whether civilthen the Company, criminalat the Company’s sole discretion, administrative may declare this Agreement null and void and of no further force or investigative (a “proceeding”) by reason of the fact effect. e. The Company acknowledges that heit may hereafter discover facts different from, or a person for whom in addition to, those which he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service now believes to be true with respect to employee benefit plansthe claims released under this Agreement. The Company hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Company agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, against and that this Agreement contemplates the extinguishment of all liability such claims. By executing this Agreement, the Company acknowledges the following: (a) it is represented by counsel; and loss suffered (b) it has been specifically advised by counsel of the consequences of the above waiver and expenses reasonably incurred by such this Agreement generally. f. The Company further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Company agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Company acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Company fails to comply with this Section 2(f), then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void. g. If (i) the Company fails to comply with Section 1(c) or 1(m) of this Agreement at any time on or after the Effective Date, or (ii) an event of default occurs under Section 3.2, 3.5, 3.7, or 3.8 of any of the Notes, then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void.

Mutual Release. The Executivea. Except for obligations arising out of this Agreement, for himselfthe Employee, himself and on behalf of his agents, heirs, personal representatives beneficiaries, successors and assigns, past or present, and any other person or entity that could or might act on behalf of himthe Company (collectively the “Employee Parties”) do hereby release, includingacquit, without limitationsatisfy and forever discharge LSU, his counsel its agents, board members, employees, successors and assigns (all of whom are collectively referred to as collectively, the “Executive ReleasersEmployer Parties”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demandsrights, costs and debts, sums of monies, costs, expenses, including attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, promises, damages, of every whatever kind and nature whatsoever, in law or in equity, equity or otherwise whether now known or unknownunknown (collectively, that each Releaserthe “Claims”), or any person acting under any of themwhich the Employee Parties ever had, may now have, or claim at may have had against any future of the Employer Parties, for any reason (including, but not limited to, all Claims relating to the 2020 Employment Agreement) from the beginning of time up through and including this date. In furtherance of the foregoing, each of the releasing parties irrevocably covenants to refrain from, directly or indirectly, asserting any Claims, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Employer Parties with respect to any of the matters within the scope of the foregoing release. b. Except for the obligations arising out of this Agreement, the Employer Parties do hereby release, acquit, satisfy and forever discharge, the Employee Parties, from any and all actions, causes of action, claims, rights, debts, sums of monies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, promises, damages, of whatever kind and nature in law 37 Termination Agreement, October 18, 2021, on file with Author. or equity or otherwise (collectively, the “Claims”), which the Employer Parties ever had, now have, based in whole or in part upon may have had against any act or omission occurring of the Employee Parties, for any reason (including, but not limited to, all Claims relating to the 2020 Employment Agreement) from the beginning of time through the date of execution of and including this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII date. In furtherance of the Civil Rights Act foregoing, each of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred releasing parties irrevocably covenants to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningrefrain from, directly or indirectly, the Executive’s employment relationship with the Companyasserting any Claims, including the Executive’s separation from employment. Each party agrees that this legal release is intended or commencing, instating or causing to be interpreted in the broadest possible manner in favor commenced, any proceeding of any kind against any of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service Employee Parties with respect to employee benefit plansany of the matters within the scope of the foregoing release.38 In December of 2021, against all liability and loss suffered and expenses reasonably incurred by such person.▇▇▇▇▇ ▇▇▇▇▇ was introduced as the 34th head coach of the LSU Football Program.39 It has been reported that it took a 10 year, $95 million contract to lure ▇▇▇▇▇ from Notre Dame to LSU.40

Mutual Release. (a) Subject to Section 9(b) hereof: (i) The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himhimself and his successors, assigns, heirs and any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge the Company and the other Affiliated Entities and their respective predecessors, successors, officers, directors, employees, shareholders, legal advisers and accountants, and each of them, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees and expenses), damages, actions and causes of action, of whatever kind or nature, including, without limitation, his counsel any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed (all of whom are collectively referred to as “Executive Releasers”"claims"), and including, but not limited to, any claims based on, arising out of, related to or connected with the Companysubject matter of this Agreement, its parents, divisions, subsidiaries, affiliatesthe Executive's employment or the termination thereof, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsfacts in any manner arising out of, causes related to or connected with the Executive's employment with, or termination of actionemployment from, claimsthe Company and any other Affiliated Entity, demandsincluding, costs but not limited to, any claims arising from rights under federal, state, and expenseslocal laws prohibiting discrimination on the basis of race, including attorneys’ feesnational origin, of every kind and nature whatsoeversex, in law or in equityreligion, whether now known or unknownage, that each Releasermarital status, handicap, ancestry, sexual orientation, or any person acting other form of discrimination, and any common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. (ii) The Executive expressly waives any and all rights under any applicable law with respect to claims that he does not know or suspect to exist in his favor at the time of themexecuting this Agreement, even though, if known by him, such claims may now havehave materially affected his settlement with the Company. (iii) In addition to the release set forth above in this Section 9, the Executive hereby voluntarily and knowingly waives all rights or claim at any future time claims arising under the Federal Age Discrimination in Employment Act. This waiver is given only in exchange for consideration in addition to have, based in whole anything of value to which the Executive would have been entitled absent this Agreement. Such waiver does not waive rights or in part upon any act or omission occurring from the beginning of time through claims which may arise after the date of execution of this Agreement. The Executive acknowledges that: (A) this entire Agreement is written in a manner calculated to be understood by him; (B) he has been advised to consult with an attorney before executing this Agreement; (C) he was given a period of twenty-one days within which to consider this Agreement; and (D) to the extent he executes this Agreement before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this Agreement during a period of seven days following his execution of this Agreement, and this Agreement shall not become effective, and no money shall be paid under Section 3 hereof, until the day after the expiration of such seven-day period (the "Revocation Date"). The seven-day period of revocation shall commence upon the date of execution of this Agreement. In order to revoke this Agreement, the Executive shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this Agreement shall be null and void and of no further force or effect. (b) Notwithstanding anything to the contrary herein, nothing herein shall be deemed to release the Company or any other person or entity in respect of (i) the Executive's rights (including the rights of those entitled to claim through him) (A) under this Agreement or with respect to any breach of this Agreement by the Company, (B) to indemnification or insurance pursuant to the certificate or incorporation or by-laws of the Company or any other Affiliated Entity or otherwise pursuant to law, or (C) to vested benefits under any plans maintained by the Company or any of the Affiliated Entities or (ii) any claim the Executive (or anyone claiming on his behalf) pursues against any person or entity who or which has brought any claim, or on whose behalf a claim has been brought, against or with respect to the Executive. (c) Subject to Section 9(d) hereof: (i) The Company, on behalf of itself and the other Affiliated Entities, their respective successors and assigns, and any and all other persons claiming through any Affiliated Entity, and each of them, shall and does hereby forever relieve, release, and discharge the Executive and his successors, assigns, and heirs, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees and expenses), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not limited to, any claim in connection claims based on, arising out of, related to or connected with the subject matter of this Agreement, the Executive’s 's employment relationship with the Company, or the termination thereof, without regard and any and all facts in any manner arising out of, related to present actual knowledge or connected with the Executive's employment with, or termination of such acts or omissionsemployment from, including specificallythe Company and any other Affiliated Entity, including, but not by way limited to, statutory and common law claims of limitationany kind, matters which may arise at common lawincluding, such as but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, express or implied, promissory estoppel, wrongful dischargebreach of the implied covenant of good faith and fair dealing, tortious interference with contractual rightscontract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, defamationbreach of fiduciary duty, and any other common law claim of any kind whatever. Notwithstanding the preceding sentence, and without limiting the Executive's rights to indemnification, if a judicial or under federalregulatory body determination is made or the Company's Board of Directors or the Audit Committee thereof reasonably concludes, state or local lawsin good faith, that may the Executive engaged in criminal or fraudulent conduct or intentionally or recklessly committed an illegal act in performing his employment duties with the Company or any other Affiliated Entity, then the Company shall not be legally waived barred from bringing a claim against the Executive relating to such criminal or fraudulent conduct or intentional or reckless illegal act. (ii) The Company expressly waives any and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (all rights under any applicable law with respect to unvested benefits)claims that it does not know or suspect to exist in its favor at the time of executing this release, even though if known by it, such claims may have materially affected its settlement with the National Labor Relations ActExecutive. (d) Notwithstanding anything to the contrary herein, Title VII nothing herein shall be deemed to release the Executive in respect of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the Company's rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred any breach of this Agreement by such personthe Executive.

Mutual Release. The ExecutiveASSIGNOR does for itself, for himselfits successors, his assigns, heirs, personal representatives executor and assignsadministrator, hereby remise, release, and forever discharge generally the COMPANY and any other person affiliate, wholly-owned or entity that could controlled corporation, subsidiary, successor or might act on behalf assign thereof and any shareholder, officer, director, employee, or agent of him, including, without limitation, his counsel (all any of whom are collectively referred to as “Executive Releasers”)them, and the CompanyCOMPANY does hereby remise, its parents, divisions, subsidiaries, affiliatesrelease, and each of their past and present officersforever discharge generally ASSIGNOR, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs damages, injuries, agreements and expensescontracts, including attorneys’ feesindebtedness, accounts of every kind and nature whatsoevercharacter, in whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential, which ASSIGNOR or the COMPANY may now have, or may hereafter claim to have had or to have acquired against the other of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all claims at law or in equity, whether now known those arising under the common law or unknownstate or federal statutes, that each Releaserrules or regulations such as, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitationexample only, matters which may arise at common lawfranchising, such as breach securities and antitrust statutes, rules or regulations, in any way arising out of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference connected with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in further promise never from this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningday forward, directly or indirectly, the Executive’s employment relationship with the Companyto institute, including the Executive’s separation from employment. Each party agrees that this legal release is intended prosecute, commence, join in, or generally attempt to be interpreted in the broadest possible manner in favor of the other party, to include all actual assert or potential legal claims that one party may have maintain any action thereon against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreementaffiliate, this release shall not waive or in any way limit or otherwise affect the Executive’s rightssuccessor, if anyassign, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executiveparent corporation, whether such rights arise under the Company’s articles of incorporationsubsidiary, bylawsdivision, insurance contracts or otherwise. Specificallycontrolled corporation, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee shareholder, employee, agent, servant, general partner, limited partner, executor, administrator, estate, trustee or agent heir, in any court or tribunal of the Company United States of America, any state thereof, or is any other jurisdiction. In the event ASSIGNOR or was serving at the request COMPANY breaches any of the Company as a directorpromises, officercovenants, employee or agent undertakings made herein by any act or omission, the breaching party shall pay, by way of another corporation indemnification, all costs and expenses of the other caused by the act or of a partnership, joint venture, trust, enterprise or non-profit entityomission, including service with respect reasonable attorneys' fees. Specifically excluded and excepted from the scope of this Section 3 shall be those continuing duties and obligations of ASSIGNOR and the COMPANY under Franchise Agreements and/or promissory notes to employee benefit planswhich ASSIGNOR and the COMPANY, against all liability and loss suffered and expenses reasonably incurred by such personor its affiliates, may be parties, or under any loan agreement, open account, or other contract or agreement not expressly terminated, released, or modified herein.

Mutual Release. The Executive(a) Employee agrees, in consideration for himselfthe benefits and agreements provided under this Agreement, his heirsto irrevocably and unconditionally release Choice, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliatesChoice Hotels International Services Corp., and each of their past and present respective officers, directors, shareholders, employees, agents, directorsinsurers, executiveslawyers, shareholdersrepresentatives, independent contractorsemployee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Code, attorneys and insurers their trustees, administrators and other fiduciaries; and all persons acting by, through, under or in concert with them, or any of them (all of whom are collectively referred to as “Company ReleasersChoice Releasees”), hereby fully and forever release and discharge each other of and from any and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, costs and expensesgrievances, including attorneys’ feesdamages, loss, cost or expense, of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserfixed or contingent, which Employee now has or may later have against the Choice Releasees, or any person acting under any one of them, may now haveby reason of any matter, cause, or claim at any future time to have, based in whole or in part upon any act or omission occurring thing from the beginning of time through to the date of execution Effective Date of this AgreementAgreement arising out of, including based on, or relating to the hire, employment, termination, or remuneration of Employee or any other matter (“Choice Claims“). The Choice Claims that Employee is releasing include, but are not limited to, a release of any claim rights or claims Employee may have under the Age Discrimination in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Employment Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act, the Rehabilitation Civil Rights Act of 1973, 1991; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act; EXCEPT the Family and Medical Leave Act; and any other federal, state or local laws or regulations prohibiting employment discrimination, harassment or retaliation. Employee also releases Choice Claims for breach of contract, wrongful discharge, compensation and benefits, expenses, bonuses, or any other employee rights or benefits, or any other actions sounding in tort or contract relating to Employee’s employment and termination from Choice. This Agreement covers both Choice Claims Employee knows about and those Employee may not know about except for any Choice Claim of which Employee is unaware as of the date hereof due to Choice‘s fraud or active concealment. Employee assumes the risk of any and all unknown Choice Claims that may exist at the time Employee signs this Agreement, and Employee agrees that this Agreement shall apply to any and all known and unknown Choice Claims that are released hereby. Employee further agrees to execute on the Severance Date a release in the form of Exhibit B. This release does not apply to claims for breach of this Agreement and/or the payment of amounts or provision of benefits pursuant to this Agreement. (b) Choice agrees, in consideration for the rights undertakings and obligations created by agreements provided under this Agreement AND EXCEPT for Agreement, to irrevocably and unconditionally release Employee and his heirs and beneficiaries (collectively “Employee Releasees”), of and from any vested rights under and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any pensionnature whatsoever, retirementknown or unknown, profit sharingfixed or contingent, health and welfare which Choice now has or stock optionmay later have against the Employee Releasees, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion one of them, by reason of any claim which is releasedmatter, waived and discharged above. The Executive further warrants that except as he has reported cause, or thing from the beginning of time to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws Effective Date of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he or, if the Employee executes the Release attached as Exhibit B and does not revoke such Release, through the date of such Release) arising out of, based on, or relating to the employment of employee (“Employee Claims“), except for any Employee Claims relating to Employee‘s fraud, willful misconduct, or violation of law or which Employee has actively concealed. Choice assumes the risk of any and all unknown Employee Claims that may voluntarily choose to sign exist at the time Choice signs this Agreement, and Choice agrees that this Agreement earlier) shall apply to any and he may revoke this Agreement within the seven (7) day period following his execution all known and unknown Employee Claims that are released hereby. This release does not apply to claims for breach of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The Executive(a) In consideration of the Severance Payment and Benefits described in Paragraph 3, for himselfEmployee, on behalf of himself and his agents, heirs, personal representatives executors, administrators, successors and assigns, hereby releases and forever discharges VIA, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (and all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present owners, members, officers, directors, employees, agents, directorscounsel, executivesand successors and assigns of VIA, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of actioncomplaints, claims, demands, costs damages, lawsuits, actions, and expenses, including attorneys’ fees, causes of every kind and nature whatsoever, action which he has or may have against any one or more of them for any reason whatsoever in law or in equity, under federal, state or other law, whether now known the same be upon statutory claim, contract, tort or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreementother basis, including but not limited toto any and all claims arising from or relating to his employment, any claim in connection with the Executive’s employment relationship with the Companydecision to terminate his employment, or the termination thereofof his employment, without regard and any and all claims relating to present actual knowledge of such acts any employment contract or omissionsany stock option plan or agreement, any employment statute or regulation, or any employment discrimination law, including specifically, but not by way limited to the Age Discrimination in Employment Act of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act1967, as amended (with respect to unvested benefits), the National Labor Relations Actamended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Actas amended, the Americans with Disabilities Act; EXCEPT for Act of 1990, as amended, the rights Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, all state and obligations created by this Agreement AND EXCEPT for local laws, regulations and ordinances prohibiting discrimination in employment, and other laws and regulations relating to employment, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, provided, however, it is understood that Employee is not waiving any vested rights claims under VIA’s 401(k) plan (or any pensionsuccessor to such plan) and is not waiving any claims under VIA’s health plan, retirementstock option plan or other benefit plans. Employee agrees, profit sharingwithout limiting the generality of the above release, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of file any claim which is released, waived or lawsuit seeking damages or other relief and discharged aboveasserting any claims that are lawfully released in this Paragraph. The Executive Employee further warrants hereby irrevocably and unconditionally waives any and all rights to recover any relief and damages concerning the claims that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any stateare lawfully released in this Paragraph. The Executive further Employee represents and warrants that he has been not previously filed or joined in any such claims against VIA or any of its affiliates or subsidiaries, and that he has not given at least 21 days or sold any portion of any claims released herein to review anyone else, and consider his that he will indemnify and hold harmless the persons and entities released herein from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer. Notwithstanding the provisions of this Paragraph 2(a), the parties agree that the foregoing release is not a release of Employee’s rights and obligations or claims under this Agreement Agreement, nor is it a release of any claims with respect to events that occur after the date that Employee signs this Agreement. (although he b) VIA, on behalf of itself and its affiliates, owners, members, officers, directors, employees, agents, counsel, and successors and assigns, hereby releases and forever discharges Employee, and any and all of his agents, heirs, executors, administrators, successors and assigns, other than current or former VIA employees, from any and all complaints, claims, demands, damages, lawsuits, actions, and causes of action which VIA has or may voluntarily choose have against any one or more of them for any reason whatsoever in law or in equity, under federal, state or other law, whether the same be upon statutory claim, contract, tort or other basis, including but not limited to sign any and all claims arising from or relating to Employee’s employment or the termination of his employment, and any and all claims relating to any employment contract or any stock option plan or agreement, any employment statute or regulation, or any employment discrimination law, including but not limited to the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, all state and local laws, regulations and ordinances prohibiting discrimination in employment, and other laws and regulations relating to employment, including but not limited to the Employee Retirement Income Security Act of 1974, as amended. VIA agrees, without limiting the generality of the above release, not to file any claim or lawsuit seeking damages or other relief and asserting any claims that are lawfully released in this Paragraph. VIA further hereby irrevocably and unconditionally waives any and all rights to recover any relief and damages concerning the claims that are lawfully released in this Paragraph. VIA represents and warrants that it has not previously filed or joined in any such claims against Employee, and that it has not given or sold any portion of any claims released herein to anyone else, and that it will indemnify and hold harmless the persons and entities released herein from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such assignment or transfer. The parties acknowledge that nothing in this Paragraph shall prevent VIA from asserting any claims arising after the date this Agreement earlier) and he may revoke this Agreement within is executed, including but not limited to claims relating to the seven (7) day period following his execution enforcement of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The Executive(a) Employee agrees, in consideration for himselfthe benefits and agreements provided under this Agreement, his heirsto irrevocably and unconditionally release Choice, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliatesChoice Hotels International Services Corp., and each of their past and present respective officers, directors, shareholders, employees, agents, directorsinsurers, executiveslawyers, shareholdersrepresentatives, independent contractorsemployee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Code, attorneys and insurers their trustees, administrators and other fiduciaries; and all persons acting by, through, under or in concert with them, or any of them (all of whom are collectively referred to as “Company ReleasersChoice Releasees”), hereby fully and forever release and discharge each other of and from any and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, costs and expensesgrievances, including attorneys’ feesdamages, loss, cost or expense, of every kind and any nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserfixed or contingent, which Employee now has or may later have against the Choice Releasees, or any person acting under any one of them, may now haveby reason of any matter, cause, or claim at any future time to have, based in whole or in part upon any act or omission occurring thing from the beginning of time through to the date of execution Effective Date of this AgreementAgreement arising out of, including based on, or relating to the hire, employment, termination, or remuneration of Employee or any other matter (“Choice Claims”). The Choice Claims that Employee is releasing include, but are not limited to, a release of any claim rights or claims Employee may have under the Age Discrimination in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Employment Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Age Discrimination in Employment Act, the Rehabilitation Civil Rights Act of 1973, 1991; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act; EXCEPT the Family and Medical Leave Act; and any other federal, state or local laws or regulations prohibiting employment discrimination, harassment or retaliation. Employee also releases Choice Claims for breach of contract, wrongful discharge, compensation and benefits, expenses, bonuses, or any other employee rights or benefits, or any other actions sounding in tort or contract relating to Employee’s employment and termination from Choice. This Agreement covers both Choice Claims Employee knows about and those Employee may not know about except for any Choice Claim of which Employee is unaware as of the date hereof due to Choice’s fraud or active concealment. Employee assumes the risk of any and all unknown Choice Claims that may exist at the time Employee signs this Agreement, and Employee agrees that this Agreement shall apply to any and all known and unknown Choice Claims that are released hereby. Employee further agrees to execute on the Severance Date a release in the form of Exhibit B. This release does not apply to claims for breach of this Agreement and/or the payment of amounts or provision of benefits pursuant to this Agreement. (b) Choice agrees, in consideration for the rights undertakings and obligations created by agreements provided under this Agreement AND EXCEPT for Agreement, to irrevocably and unconditionally release Employee and his heirs and beneficiaries (collectively “Employee Releasees”), of and from any vested rights under and all manner of action or actions, cause or causes of action, in law or equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, grievances, damages, loss, cost or expense, of any pensionnature whatsoever, retirementknown or unknown, profit sharingfixed or contingent, health and welfare which Choice now has or stock optionmay later have against the Employee Releasees, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion one of them, by reason of any claim which is releasedmatter, waived and discharged above. The Executive further warrants that except as he has reported cause, or thing from the beginning of time to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws Effective Date of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he or, if the Employee executes the Release attached as Exhibit B and does not revoke such Release, through the date of such Release) arising out of, based on, or relating to the employment of employee (“Employee Claims”), except for any Employee Claims relating to Employee’s fraud, willful misconduct, or violation of law or which Employee has actively concealed. Choice assumes the risk of any and all unknown Employee Claims that may voluntarily choose to sign exist at the time Choice signs this Agreement, and Choice agrees that this Agreement earlier) shall apply to any and he may revoke this Agreement within the seven (7) day period following his execution all known and unknown Employee Claims that are released hereby. This release does not apply to claims for breach of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The Executive(a) Effective as of the Closing, the Seller Parties, for himself, his heirs, personal representatives themselves and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel their Affiliates (all of whom are collectively referred to as “Executive Releasers”), and other than the Company, its parents, divisions, subsidiaries, affiliates, Acquired Companies) and each of their past successors, assigns, heirs and present officersexecutors (each, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as a “Company ReleasersSeller Releasor”), hereby fully irrevocably, knowingly and voluntarily releases, discharges and forever release waives and discharge each other of and from any and relinquishes all actions, causes of action, claims, demands, costs liabilities, defenses, setoffs, counterclaims, actions and expenses, including attorneys’ fees, causes of every action of whatever kind and nature whatsoever, in law or in equitynature, whether now known or unknown, that each Releaserwhich any Seller Releasor has, may have or any person acting under might have or may assert now or in the future, against any of themthe Acquired Companies and any of their respective successors, may now haveassigns, or claim at any future time to haveheirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, an “Acquired Company Releasee”), arising out of, based in whole upon or in part upon resulting from any Contract, transaction, event, circumstance, action, failure to act or omission occurring from occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken or expressly permitted prior to the beginning of time through the date of execution of this AgreementClosing; provided, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereofhowever, without regard to present actual knowledge of such acts or omissionslimiting Section 5.8, including specificallythat nothing contained in this Section 5.20(a) shall release, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, waive or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for otherwise affect the rights and or obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported party to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations extent arising under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within or any of the seven (7) day period following his execution of this AgreementAncillary Agreements. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representationsThe Seller shall, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningshall cause each Seller Releasor to, refrain from, directly or indirectly, the Executive’s employment relationship with the Companyasserting any claim or demand or commencing, including the Executive’s separation from employment. Each party agrees that this legal release is intended instituting or maintaining, or causing to be interpreted in commenced, any legal or arbitral proceeding of any kind against any Acquired Company Releasee based upon any matter released pursuant to this Section 5.20(a). The parties hereby acknowledge and agree that the broadest possible manner in favor execution of this Agreement shall not constitute an acknowledgment of or an admission by any Seller Releasor or Acquired Company Releasee of the other partyexistence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (b) Effective as of the Closing, to include the Buyer, on behalf of the Acquired Companies and each of their successors, assigns, heirs and executors (each, a “Buyer Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all actual claims, demands, liabilities, defenses, setoffs, counterclaims, actions and causes of action of whatever kind or potential legal claims that one party nature, whether known or unknown, which any of the Acquired Companies may have had prior to the Closing against any of the otherSeller Parties or their Affiliates (other than the Acquired Companies) and their respective successors, except assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as specifically provided otherwise such) (each, a “Seller Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken or expressly permitted prior to the Closing; provided, however, without limiting Section 5.8, that nothing contained in this Agreement. Notwithstanding any other provision of this AgreementSection 5.20(b) shall release, this release shall not discharge, waive or in any way limit or otherwise affect the Executive’s rightsrights or obligations of any party to the extent arising under this Agreement or any of the Ancillary Agreements. The Buyer shall, if anyand shall cause each Buyer Releasor to, to indemnification and/or defense in connection with refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Seller Releasee based upon any matter released pursuant to this Section 5.20(b). The parties hereby acknowledge and agree that the execution and delivery of this Agreement shall not constitute an acknowledgment of or an admission by any Buyer Releasor or Seller Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted against asserted. (c) Without limiting the Executive generality of the foregoing, effective as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. SpecificallyClosing, the Company shall indemnify Seller Parties hereby irrevocably and hold forever waive and release any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is Seller Parties might otherwise involved in have against any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service Acquired Companies with respect to employee benefit plansrepresentations and warranties made and, against all liability the covenants, obligations and loss suffered and expenses reasonably incurred agreements to be performed at or prior to the Closing, by such personthe Acquired Companies in this Agreement or the Ancillary Agreements.

Mutual Release. The Executivea. So long as the Company fully complies with the terms of this Agreement, for himselfthe Investor hereby irrevocably and unconditionally releases the Company and its past, his heirspresent and future officers, personal representatives and assignsdirectors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any other person or entity that could or might act on behalf of himthe foregoing (collectively, including, without limitation, his counsel (all of whom are collectively referred to as the “Executive ReleasersCompany Released Parties”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of the Notes), (ii) the Warrants (including but not limited to all transactions relating to the Warrants, all share issuances relating to the Warrants, and all exercises of the Warrants), and (iii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). b. The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, costs and actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, including attorneys’ feescosts, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of every kind and nature whatsoeverwhatsoever kind, in law nature, or in equitydescription, whether now direct or indirect, vested or contingent, known or unknown, that each Releasersuspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any person acting under any of themjurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may now have, against the Investor Released Parties, for, upon, or claim at by reason of any future time to havematter, based in whole cause, or in part upon any act or omission occurring thing whatsoever from the beginning of time through the date world through, and including, the Effective Date with respect to (i) the Notes (including but not limited to all transactions relating to the Notes, all share issuances relating to the Notes, and all conversions of execution the Notes), (ii) the Warrants (including but not limited to all transactions relating to the Warrants, all share issuances relating to the Warrants, and all exercises of the Warrants), and (iii) the Purchase Agreements (including but not limited to all transaction documentation relating to the Purchase Agreements) (all of the aforementioned are collectively referred to as the “Company Claims”). c. The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. d. The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. e. So long as the Company fully complies with the terms of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants Investor agrees that it will not pursue, file or he has not assigned assert or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended permit to be interpreted in the broadest possible manner in favor of the other partypursued, to include all actual filed or potential asserted any civil action, suit or legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive proceeding seeking equitable or monetary relief (nor will it seek or in any way limit obtain or otherwise affect the Executive’s rightsaccept any such relief in any civil action, if any, to indemnification and/or defense suit or legal proceeding) in connection with any claim that may be asserted against the Executive as a consequence of his employment matter concerning its relationship with the Executive, Company with respect to all of the Investor Released Claims released herein arising from the beginning of the world up to and including the Effective Date (whether such rights arise under the Company’s articles known or unknown to it and including any continuing effects of incorporation, bylaws, insurance contracts any acts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, practices prior to the fullest extent permitted by applicable law as Effective Date). f. The Company agrees that it presently exists will not pursue, file or may hereafter be amended, in the event the Executive was assert or is made or is threatened permit to be made a party pursued, filed or is otherwise involved in asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of in connection with any matter concerning its relationship with the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent Investor with respect to all of the Company or is or was serving at Claims released herein arising from the request beginning of the Company as a director, officer, employee world up to and including the Effective Date (whether known or agent unknown to it and including any continuing effects of another corporation any acts or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect practices prior to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personthe Effective Date).

Mutual Release. The ExecutiveIn consideration of the benefits and payments provided to ▇▇▇▇▇▇▇▇ in this Agreement, and as a material inducement to Egghead to enter into this Agreement, ▇▇▇▇▇▇▇▇, individually and for himselfhis marital community, his heirs, personal representatives representatives, successors and assigns (collectively "▇▇▇▇▇▇▇▇ Releasees"), releases and forever discharges Egghead and the Affiliate Entities, including any and all of Egghead's and each Affiliate Entity's affiliates, shareholders, officers, directors, representatives, agents, and employees, each of their successors and assigns, and any other person or entity that could or might act on behalf each of him, including, without limitation, his counsel them (all of whom are collectively referred to as “Executive Releasers”"Egghead Releasees"), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsClaims (as defined below) that ▇▇▇▇▇▇▇▇ may have against any of the Egghead Releasees as of the Date of Resignation The Egghead Releasees release and forever discharge the ▇▇▇▇▇▇▇▇ Releasees from any and all Claims (as defined below) that any of the Egghead Releasees may have against any of the ▇▇▇▇▇▇▇▇ Releasees as of the Date of Resignation. "Claims" as used in this Section 10 is defined to mean any and all claims, demands, charges, liability, causes of action, claims, demands, costs and expensesdamages, including without limitation, attorneys’ fees' fees and costs actually incurred, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited towithout limitation, any claim in connection with the Executive’s employment relationship with the Companyand all claims, or the termination thereofrights, without regard to present actual knowledge demands, and causes of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as action for breach of contract, any employment contract or agreement (whether express or implied, promissory estoppelwritten or oral), wrongful discharge, tortious interference with contractual rights, intentional and/or negligent infliction of emotional distress, defamation, invasion of privacy, tort claims, discrimination on the basis of marital status, race, sex, national origin, color, religion, handicap or under disability, retaliation, violation of public policy, and violation of any and all federal, state or and/or local statutes, laws, that may be legally waived and released such as the Fair Labor Standards Actrules, the Employee Retirement Income Security Actregulations and/or ordinances, as amended (with respect to unvested benefits)including, the National Labor Relations Actbut not limited to, Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, The National Labor Relations Act, as amended, The Americans with Disabilities Act of 1990, as amended, The Family and Medical Leave Act of 1993, The Age Discrimination in Employment Act, the Rehabilitation Act of 19731967 ("ADEA"), the Equal Pay Actas amended, the Americans with Disabilities Act; EXCEPT for the rights The Washington State Wage and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representationsHour Laws, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningThe Washington Law Against Discrimination, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personCh.

Mutual Release. The ExecutiveIn exchange for the payments and benefits identified in this Agreement, for himselfwhich Elder acknowledges are in addition to anything of value to which he is already entitled, his heirsElder hereby releases, personal representatives settles and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and forever discharges the CompanyBank, its parents, divisionsparent, subsidiaries, affiliates, successors and each of assigns, together with their past and present directors, officers, employees, agents, directorsinsurers, executivesattorneys, shareholdersand any other party associated with the Bank, independent contractorsto the fullest extent permitted by applicable law, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsclaims, causes of action, claimsrights, demands, costs and expensesdebts, including attorneys’ feesliens, liabilities or damages of every kind and nature whatsoever, in law or in equitywhatever nature, whether now known or unknown, that each Releasersuspected or unsuspected, which he ever had or may now have against the Bank or any of the foregoing. This includes, without limitation, any claims, liens, demands, or any person acting under any liabilities arising out of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection way connected with Elder's employment with the Executive’s employment relationship with the CompanyBank and his resignation from that employment, or the termination thereof, without regard pursuant to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under any federal, state or local laws, that may be legally waived and released laws regulating employment such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Civil Rights Act of 1973, the Equal Pay Act1991, the Americans with With Disabilities ActAct of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”); EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for provided, however, that Elder shall be entitled to receive any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants ERISA benefits that it or he has not assigned or transferred have accrued to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported him up to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents Worker Adjustment and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement Retraining Notification Act (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly“WARN”), the Executive’s employment relationship with the CompanyFair Labor Standards Act of 1938, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the as well as all other partyfederal, to include all actual or potential legal claims that one party may have against the otherstate and local laws, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, that this release shall not waive affect any rights of Elder for benefits payable under any Social Security, worker’s compensation or unemployment laws. The Bank hereby releases, settles and forever discharges the Elder from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which the Bank ever had or may have against Elder, with the exception of any and all claims arising out of or related in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personintentional acts.

Mutual Release. The ExecutiveCompany and the Sands Parties shall provide -------------- mutual general releases. a. Release by the Company. ---------------------- (i) Except as provided below, for himselfas a material inducement to enter into this Agreement, his heirsthe Company shall execute and deliver to Sands Brothers, personal representatives Venture Capital and MGH, and their respective, parents, subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns and any of the foregoing in their capacity as a shareholder or agent of Sands Brothers, a full and general Release, the form of which is attached as Exhibit C hereto, knowingly and --------- voluntarily releasing and forever discharging the Sands Parties from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, damages and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which against them the Company or subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any other person of the foregoing in their capacity as a shareholder or agent of the Company ever had, now have, or may hereafter claim to have against any of the Sands Parties by reason of any matter, cause or thing whatsoever arising on or before the Separation Date and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity that could or might act on behalf of him, including(the "Release"). The Release will include, without limitation, his counsel (all of whom are collectively referred any rights or claims relating in any way to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each ReleaserRelationship, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under other federal, state or local lawslaw, that may be legally waived regulation, ordinance or common law, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between the Company and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII any of the Civil Rights Act Sands Parties. (ii) Nothing herein shall be deemed to release any of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested Company's rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveExcept for the rights and obligations expressly set forth or excluded in this Agreement, each of CE on the one hand and Seller on the other, for himselfthemselves and for each of their respective past and present agents, his assigns, transferees, heirs, personal representatives and assignsspouses, relatives, executors, attorneys, administrators, officers, directors, employees, predecessors, subsidiaries, parents, Affiliates, successors, insurers, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel representatives (all of whom are collectively referred to as “Executive ReleasersReleasors”), hereby release and discharge the Companyother and their respective past and present agents, its parentsassigns, divisionstransferees, heirs, spouses, relatives, executors, attorneys, administrators, officers, directors, employees, predecessors, subsidiaries, affiliatesparents, Affiliates, successors, insurers, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers representatives (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and Releasees”) from any and all actions, claims and causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, which Releasors now have or any person acting under may have against any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time Releasees arising through the date of execution of this Agreement, including but not limited toto claims relating to the Lease, the Agreement and Plan of Reorganization (and the transactions contemplated thereby), the employment of CE by Seller or any claim in connection with of its Affiliates, ownership of the Executive’s employment relationship with the CompanyShares by CE, or the termination thereofdiscrimination, without regard to present actual knowledge of such acts or omissionsharassment, including specificallyretaliation, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or impliedbreach of the implied covenant of good faith and fair dealing, promissory estoppel, wrongful discharge, tortious interference with contractual rights, intentional and negligent infliction of emotional distress, defamationviolation of privacy rights, or under federal, violation of any other state or local lawsfederal law, that may be legally waived any charge of discrimination filed by CE against Seller with any state or federal agency, claims for unpaid wages, paid time off, and/or attorneys’ fees and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination costs incurred in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of reaching this Agreement. Each party specifically represents The parties expressly acknowledge and agree that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing neither Seller nor CE would enter into this Agreement it but for the representation and warranty that CE and Seller are hereby releasing any and all claims of any nature whatsoever arising through the date of this Agreement other than any claims relating to the terms and provisions of this Agreement and the transactions contemplated hereby, known or he is giving up its unknown, whether statutory or his right to bring any legal claim against the other party concerningat common law, which CE or Seller now has or could assert directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor indirectly against any of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personReleasees.

Mutual Release. The Executive(a) Each of the Parent Parties, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)the one hand, and the Company, its parentson the other hand, divisionson their own behalf and on behalf of their respective parent entities, subsidiariescontrolling persons, affiliatesassociates, affiliates or subsidiaries and each and all of their respective past and present or present, direct or indirect, officers, agents, directors, executivesstockholders, shareholdersprincipals, independent contractorsrepresentatives, attorneys employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, the “Releasing Persons”) shall and insurers (all of whom are collectively referred shall be deemed to as “Company Releasers)have completely, hereby fully fully, finally and forever release compromised, settled, released, discharged, extinguished, relinquished, and discharge each other of and from dismissed with prejudice any and all claims, demands, rights, actions, causes of action, claimspotential actions, demandsliabilities, costs and damages, diminutions in value, debts, losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits, costs, expenses, including attorneys’ feesmatters, of every kind controversies, and nature whatsoever, in law or in equity, whether now issues known or unknown, that each Releasercontingent or absolute, suspected or any person acting under any of themunsuspected, may now havedisclosed or undisclosed, liquidated or claim at any future time to haveunliquidated, based in whole matured or in part upon any act unmatured, accrued or omission occurring from the beginning of time through the date of execution of this Agreementunaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in any court, tribunal or proceeding (including, but not limited to, any claim claims arising under federal, state, foreign, statutory or common law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the Company, as applicable), by or on behalf of such party or any of its Releasing Persons, or which arise out of or relate to the stockholdings of any stockholder of any Parent Party or the Company, as applicable, or any such shareholder's status as a shareholder of such party, against the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), or any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the Executive’s employment relationship with the Companyacts, events, facts, matters, transactions, occurrences, statements or representations, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations other matter whatsoever set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningotherwise related, directly or indirectly, to the Executive’s employment relationship Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or disclosures made in connection with the Merger Agreement, the Merger or the Termination (including any alleged misstatements or omissions or the adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the Asset Purchase Agreement. (b) Each of the Parent Parties, on the one hand, and the Company, including on the Executive’s separation other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may discover facts in addition to or different from employmentthose now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of such party on its own behalf and on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Each party agrees of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that this legal release is intended to be interpreted “Unknown Claims” are expressly included in the broadest possible manner definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in favor this Section 3 and was relied upon by each and all of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise Released Persons in entering into this Termination Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with “Unknown Claims” means any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved any of its Releasing Persons does not know or suspect exists in any actionhis, suit her, or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason its favor at the time of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent release of the Company or is or was serving at Settled Claims as against the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entityReleased Persons, including service with respect without limitation those which, if known, might have affected the decision to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personenter into this Termination Agreement.

Mutual Release. The Executive(a) In consideration of the covenants, for himselfagreements and undertakings of the Parties under this Modification Agreement, his heirseach Party, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), itself and the Company, its respective present and former parents, divisions, subsidiaries, affiliates, officers, directors, shareholders, members, successors and each of their past assigns (collectively, “Releasors”) hereby releases, waives and forever discharges (collectively, “Releases”) the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, directorsrepresentatives, executivespermitted successors and permitted assigns (collectively, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaserforeseen or unforeseen, matured or any person acting under unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of themsuch Releasors ever had, may now have, or claim at hereafter can, shall, or may have against any future time to haveof such Releasees for, based in whole upon, or in part upon by reason of any act matter, cause, or omission occurring thing whatsoever from the beginning of time through the date of execution this Modification Agreement arising out of or relating to the Agreement or otherwise from any cause or event, except, for the avoidance of doubt, this release shall not apply to any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Modification Agreement or for the Surviving Sections under the Agreement. For the avoidance of doubt, including but nothing herein shall be deemed to be a Release by any Releasor and “Claims” shall not limited toinclude any Claims for indemnification or for insurance coverage pertaining to any acts or omissions as an officer, any claim in connection with the Executive’s employment relationship with directors or other representative of the Company, whether at law, under the by-law or organizational documents of the termination thereofCompany or otherwise. (b) Each Party, without regard on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to present actual knowledge exist regarding the subject matter of the release contained in this Section 6, and which, if known at the time of signing this Modification Agreement, may have affected this Modification Agreement and such Party’s decision to enter into it and grant the release contained in this Section 6. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 6, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such acts additional or omissionsdifferent facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. (c) In furtherance of the foregoing, including specificallyeach Party acknowledges and agrees that it is such Party’s intention to forever bar every released Claim, but whether known or unknown to such Party at this time or discovered later, as stated more fully above. Each Party understands and acknowledges that there are laws that may invalidate releases of claims that are unknown to the releasing party. Each Party hereby expressly waives any protection to which such Party may otherwise be entitled against the Releasees by virtue of any such law. In particular, and not by way of limitation, matters which may arise at common law, each Party represents and acknowledges that such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference Party is familiar with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII Section 1542 of the California Civil Rights Act Code, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of 1964executing the release, which if known by him or her must have materially affected his or her settlement with the Age Discrimination in Employment Actdebtor.” Each Party hereby waives and relinquish any rights or benefits, which such Party has or may have under Section 1542 of the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for California Civil Code or any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws applicable law of any state. The Executive further represents In waiving the application of these laws, each Party acknowledges that such Party may hereafter discover facts or claims in addition to those now known to such Party, but that such Party has taken that possibility into account in determining the consideration to be given and warrants that he has been given at least 21 days to review and consider his rights and obligations received under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Modification Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this This general release shall not waive remain in effect, notwithstanding the discovery or in existence of any way limit such additional facts or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personclaims.

Mutual Release. The ExecutiveIn consideration for the full and timely performance of all Terms and Conditions of this Agreement in the manner prescribed herein, for himselfeach party hereto, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himitself/himself and on behalf of each of its/his respective heirs, includingexecutors, without limitationadministrators, his counsel (all of whom are collectively referred to as “Executive Releasers”)trustors, and the Companytrustees, its beneficiaries, predecessors, successors, assigns, members, former shareholders, shareholders, former partners, partners, partnerships, parents, divisions, subsidiaries, affiliatesaffiliated and related entities, and each of their past and present officers, directors, principals, agents, directorsservants, executivesemployees, representatives, and all persons, firms associations and/or corporations connected with them hereby releases and forever discharges each other and their respective heirs, executors, administrators, trustors, trustees, beneficiaries, predecessors, successors, assigns, members, former shareholders, shareholders, independent contractorsformer partners, attorneys partners, partnerships, parents, subsidiaries, affiliated and insurers (related entities, officers, directors, principals, agents, servants, employees, representatives, and all of whom persons, firms, associations and/or corporations connected with them, who are collectively referred or may ever become liable to as “Company Releasers)them, hereby fully and forever release and discharge each other of and from any and all actionsclaims, demands, causes of action, claimsobligations, demandsliens, costs and expensestaxes, including damages, losses, costs, attorneys’ fees, fees and expenses of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, fixed or any person acting under contingent which any of them, them may now have, have or claim at may hereafter have against each other in any future time way (including all statutory attorneys’ fees that may have been recoverable by Defendants against Max in the Zoning Action) other than any actions that may relate to have, based in whole or in part upon any act or omission occurring from an alleged breach of the beginning of time through the date of execution terms of this Settlement Agreement, including but the Warrant, attached and incorporated into this Settlement Agreement as Exhibit “B”. This paragraph also shall not limited to, be construed to limit any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created that ▇▇▇ ▇▇▇ have by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor virtue of the other party, to include all actual or warrant and/or its potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive status as a consequence shareholder of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personCritical Path.

Mutual Release. a. The Executive, for himself, his heirs, personal representatives successors and assigns, assigns and any other person in consideration of the payments to be made by or entity that could or might act on behalf of himthe Company pursuant to Section 4 of this Agreement, includingdoes hereby forever discharge and release the Company, without limitationany subsidiaries, his counsel (affiliated companies, companies with common management, ownership or control, successors, assigns, insurers and reinsurers, attorneys, and franchisees, and all of whom are their officers, directors, shareholders, employees, agents and representatives, in their official and individual capacities (collectively referred to as “Executive ReleasersReleasees”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actionsclaims, demands, causes of action, claimsdamages, demandscharges, costs and complaints, grievances, expenses, including attorneys’ feescompensation and remedies which the Executive now has or may in the future have on account of or arising out of any matter or thing which has happened, of every kind and nature whatsoever, in law developed or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through occurred before the date of execution this Agreement (collectively “Claims”), including, but not limited to, all Claims arising from the Executive’s employment with the Company or any of this Agreementits affiliated companies, including the termination of such employment, any and all relationships or dealings between the Executive and the Company or any of the other Releasees, the termination of any such relationships and dealings, and any and all other Claims the Executive may have against the Company or any of the other Releasees, and the Executive hereby waives any and all such Claims including, all charges or complaints that were or could have been filed with any other court, tribunal or governmental agency, and any and all Claims not previously alleged, including, but not limited to, any claim Claims under the following: (a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in connection with Employment Act (ADEA), as amended; (c) the Executive’s employment relationship with Federal Employee Retirement Income Security Act of 1974 (ERISA), as amended; (d) the CompanyAmericans With Disabilities Act (ADA), as amended; (e) the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; (f) Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (g) any and all statutes of similar nature or purpose under Delaware or Wisconsin law, or the termination thereof, without regard to present actual knowledge law of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under any other state; and (h) any federal, state or local lawslaw, rule, regulation, constitution, executive order or guideline of any description, including, but not limited to, those laws described above, or any rule or principle of equity or common law, or any Claim of defamation, conversion, interference with a contract or business relationship, or any other intentional or unintentional tort, or any Claim of loss of consortium, or any Claim of harassment or retaliation, or breach of contract or implied contract, or breach of covenant of good faith and fair dealing, or any whistle-blower Claim. This release, discharge and waiver shall be hereinafter referred to as the “Release.” Notwithstanding the foregoing, Executive shall have the right to assert defenses and counterclaims against any individuals referenced in this subparagraph in connection with any claim that might be asserted against Executive by any of them, in which case this Release shall not preclude the assertion of any defenses or counterclaims that are otherwise the subject of this Release. b. The Company similarly agrees to release the Executive and his agents, attorneys, heirs and assigns from any and all Claims as defined above, whether known or unknown, which the Company has, had or might have been able to assert or make based on any action, omission or conduct of any kind on the part of the Executive or his agents, attorneys, heirs or assigns from the beginning of time up to the execution of this Agreement. c. The Executive agrees that this Release may be legally waived enforced in federal, state or local court, and released such as before any federal, state or local administrative agency or body. d. This Release does not prohibit the Fair Labor Standards ActExecutive from filing an administrative charge of alleged employment discrimination, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, harassment or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct of 1967, the Rehabilitation Americans With Disabilities Act of 1973, or the Equal Pay ActAct of 1963; however, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants Executive represents that it or he has not assigned to date filed or transferred cause to be filed any person such administrative charge, and further agrees that he hereby waives any portion right to monetary or other recovery should any federal, state or local administrative agency pursue any Claim on his behalf and will immediately request in writing that the Claim or matter on his behalf be withdrawn. Thus by signing this Agreement, the Executive waives any right he had to obtain a recovery if an administrative agency pursues a Claim against the Company or any of the other Releasees based on any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported action taken by the Company or any of the other Releasees up to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution date of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in that he will have released the Company and the other Releasees of any and all Claims, and the continuing effect of any and all Claims of any nature up to the date of this Agreement. Each party . e. The Executive specifically understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence termination of his employment with does not violate or disregard any oral or written promise or agreement, of any nature whatsoever, express or implied. If any contract or agreement of employment exists concerning the Executive, whether such rights arise under the Company’s articles employment of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or the terms and conditions of such employment or the termination of such employment, whether oral or written, express or implied, that contract or agreement (including the Employment Agreement) is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability hereby terminated and loss suffered is null and expenses reasonably incurred by such personvoid.

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act (a) Alpha on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), itself and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), affiliates hereby fully and unconditionally releases, acquits and forever release discharges the Company and discharge each other of its affiliates, employees, and representatives from any and all actions, manner of actions, causes of action, claims, obligations, demands, costs and damages, costs, expenses, including attorneys’ feescompensation or other relief, of every kind and nature whatsoeverwhich Alpha now has, in law has ever had, or in equitywhich it may hereafter have, whether now known or unknown, that each Releaserwhether in law or equity, arising out of or any person acting under any of themrelating to the Private Placement including, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, the breach or default by the Company of any claim provision, covenant, representation, warranty, or obligation contained in the Purchase Agreement or Registration Rights Agreement or the violation by the Company of any law, rule, or other governmental regulation, including, but not limited to, federal and state securities laws and state corporate laws which may apply to the Private Placement, the Purchase Agreement, the Registration Rights Agreement or any of the transactions contemplated thereunder. (b) The Company on behalf of itself and its affiliates hereby fully and unconditionally releases, acquits and forever discharges Alpha and its affiliates from any and all actions, manner of actions, causes of action, claims, obligations, demands, damages, costs, expenses, compensation or other relief, which the Company now has, has ever had, or which it may hereafter have, whether known or unknown, whether in law or equity, under the Purchase Agreement or Registration Rights Agreement; provided, however, that the release, acquittal and discharge in this Section 3(b) shall not apply with respect to, or be deemed to release, acquit or discharge Alpha or its affiliates from, any of the representations, warranties, covenants or agreements of Alpha under the Rule 144 Shareholder Certificate executed by Alpha in connection with the Executive’s employment relationship with Transfer and this Release. (c) With regard to those matters which it has released as described in Section 3(a) or 3(b) above, neither the CompanyCompany nor Alpha shall institute a lawsuit or administrative proceeding, or the termination thereof, without assert any claim of any nature against any person or entity thereby released with regard to present actual knowledge of any such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is have been released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Mutual Release. The ExecutiveExcept as otherwise specifically provided to the contrary in this Agreement, Rich, on the one hand, and Elite, on the other hand, for himselfthemselves and for their respective officers, his directors, agents, employees, successors, assigns, affiliated entities, parents, subsidiaries, legal representatives, heirs and executors for and in consideration of the agreements contained in this Agreement, hereby forever release, acquit, remise, quitclaim, and discharge each other, and their affiliated entities, parents, subsidiaries, successors, assigns, legal representatives, heirs, personal representatives executors and assigns, and benefit plans (except with respect to any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”vested benefit), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executivesemployees and agents thereof, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and damages, costs, expenses, including attorneys’ fees, attorney's fees and all other obligations of every kind any type and nature whatsoever, in law from, on account of, or in equityany way arising out of any claims, matters, contracts, relationships or employment whether existing now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time in the past, other than (a) claims arising from or relating to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution enforcement of this Agreement, (b) rights of ownership of any capital stock of BSI now or hereafter held by Rich, (c) rights under any option agreement between BSI and Rich, (d) rights with respect to Elite's obligation to defend and indemnify Rich in accordance with the provisions of Elite's Articles of Incorporation and by-laws, or any other indemnification agreement or laws, and (e) rights, if any, as an insured party under any policy of insurance covering directors or officers of BSI's subsidiaries. Except as otherwise specifically provided to the contrary in this Agreement, it is agreed and covenanted that this Release covers all claims which the parties may have had, may now have or could have relating to any matter, cause or thing whatsoever occurring prior to the Effective Date, specifically including, but not limited to all claims or demands arising out of or relating to Rich's relationship with Elite as an employee, officer and director, including, but not limited to, all claims which Rich has had or now has and which could have been asserted under local, state or federal statute or law with respect to all matters concerning or arising out of Rich's relationships with Elite as an employee, officer or director, including specifically, but not limited to, any claim in connection with the Executive’s employment relationship with the Companyand all claims under or for breach of fiduciary duty, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or impliedfraud, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.negligent misrepresentation,

Mutual Release. 1 The Executiveright to revoke referenced throughout this form of Agreement shall only be operative if the Company has 20 or more employees at the time such Agreement is executed. If the Company does not have 20+ employees at that time, for himselfthe Agreement shall be modified accordingly to delete such provisions. 2 Specifics to be inserted at the time of separation in accordance with Paragraph 6 of the Employment Agreement, his heirsas applicable. (a) In consideration of the compensation and benefits set forth in Section 3 hereof, personal representatives and assignsto the fullest extent permitted by law the Executive waives, releases, and any other person or entity that could or might act on behalf forever discharges the Company and each of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), its past and the Company, its current parents, divisions, subsidiaries, affiliates, and each of its and their respective past and present current directors, officers, members, trustees, investors, employees, representatives, agents, directorsattorneys, executivesemployee benefit plans and such plans’ administrators, shareholdersfiduciaries, independent contractorstrustees, attorneys recordkeepers and insurers (service providers, and each of its and their respective successors and assigns, each and all of whom are them in their personal and representative capacities (collectively referred to as the “Company Releasers), hereby fully and forever release and discharge each other of and Releasees”) from any and all actionsclaims legally capable of being waived, agreements, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoevercosts, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which the Executive now has, ever has had, or may hereafter have, whether now known or unknownunknown to the Executive, that each Releaser, or any person acting under any of them, may now have, or claim arising at any future time up to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, arising out of or relating in any claim in connection with way to the Executive’s employment relationship with the Company, Company or the termination thereof. (b) Without limiting the generality of the foregoing, without regard this waiver, release, and discharge includes any claim or right, to present actual knowledge the extent legally capable of such acts being waived, based upon or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or arising under any federal, state or local fair employment practices or equal opportunity laws, that may be legally waived and released such as the Fair Labor Standards Actincluding, the Employee Retirement Income Security Actbut not limited to,3[the Age Discrimination in Employment Act (“ADEA”) (29 U.S.C. Section 621, as amended (with respect to unvested benefitset seq.)], the National Labor Relations Act42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with With Disabilities Act; EXCEPT for , the rights Family and obligations created by this Agreement AND EXCEPT for Medical Leave Act of 1993, the New York State WARN Act, the New York State Executive Law, including its Human Rights Law, the New York City Administrative Code, including its Human Rights Law, the New York State Constitution, the New York Labor Law (including any vested rights under applicable regulations and/or wage orders), any pensionfederal, retirementstate, profit sharinglocal, health and/or municipal statute, law, amendment, directive, order, and/or regulation enacted in response to the COVID-19 pandemic, and welfare or stock optionany other federal, state, or similar plan. Each party hereby warrants that it local statutes, common law, or he has not assigned or transferred regulation, including any and all amendments to any person any portion of the foregoing, as well as any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable right under the workerExecutive’s compensation laws of any state. The Employment Agreement (unless specifically incorporated by reference herein). (c) Executive further hereby represents and warrants that he Executive is not aware of any claims Executive has been given or might have against any of the Company Releasees that are not included in the release of claims in Section 4(a). Moreover, Executive acknowledges that Executive has not made any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment, or sexual assault or abuse. (d) Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Executive of, or prevents the Executive from making or asserting: (i) any claim or right the Executive may have under COBRA; (ii) any claim or right the Executive may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to accrued or vested benefits under any employee benefit 3 This list of statutes to be modified as applicable at least 21 days the time of separation. plan; (iv) any claim for indemnity and/or advancement of expenses the Executive may have against the Company as a former officer and director of the Company or pursuant to review and consider his rights and obligations any indemnification agreement covering the undersigned; (v) any medical claim incurred during the Executive’s employment that is payable under this Agreement applicable medical plans or an employer-insured liability plan; (although he vi) any claim with respect to outstanding equity based awards (including stock options, restricted stock, restricted stock units, phantom equity or other equity based awards) held by the Executive; (vii) any claim or right that may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within arise after the seven (7) day period following his execution of this Agreement. Each party specifically represents that it ; (viii) any claim or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning right the agreements, representations, and declarations set forth in Executive may have under this Agreement. Each party understands and agrees ; or (ix) any claim that by signing this Agreement it is not otherwise able to be waived under applicable law. (e) In addition, nothing herein shall prevent the Executive from filing a charge or he is giving up its complaint with the Equal Employment Opportunity Commission (“EEOC”) or his right to bring any legal claim against the other party concerning, directly similar federal or indirectly, state fair employment practices agency or interfere with the Executive’s employment relationship with ability to participate in any investigation or proceeding conducted by such agency; provided, however, that pursuant to Section 4(a), the Company, including the Executive’s separation from employment. Each party agrees that this legal release Executive is intended waiving any right to be interpreted in the broadest possible manner in favor of the other party, to include all actual recover monetary damages or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision form of this Agreementpersonal relief from the Company Releasees to the extent any such charge, this complaint, investigation or proceeding asserts a claim subject to the release shall not waive in Section 4(a) above. To the extent the Executive receives any such personal or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense monetary relief in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executivesuch charge, whether such rights arise under the Company’s articles of incorporationcomplaint, bylaws, insurance contracts investigation or otherwise. Specificallyproceeding, the Company shall indemnify and hold will be entitled to an offset for the Executive harmless, payment made pursuant to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason Section 3 of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personthis Agreement.

Mutual Release. The Executive(a) Each of the Parent Parties, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)the one hand, and the Company, its parentson the other hand, divisionson their own behalf and on behalf of their respective parent entities, subsidiariescontrolling persons, affiliatesassociates, affiliates or subsidiaries and each and all of their respective past and present or present, direct or indirect, officers, agents, directors, executivesstockholders, shareholdersprincipals, independent contractorsrepresentatives, attorneys employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, the “Releasing Persons”) shall and insurers (all of whom are collectively referred shall be deemed to as “Company Releasers)have completely, hereby fully fully, finally and forever release compromised, settled, released, discharged, extinguished, relinquished, and discharge each other of and from dismissed with prejudice any and all claims, demands, rights, actions, causes of action, claimspotential actions, demandsliabilities, costs and damages, diminutions in value, debts, losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits, costs, expenses, including attorneys’ feesmatters, of every kind controversies, and nature whatsoever, in law or in equity, whether now issues known or unknown, that each Releasercontingent or absolute, suspected or any person acting under any of themunsuspected, may now havedisclosed or undisclosed, liquidated or claim at any future time to haveunliquidated, based in whole matured or in part upon any act unmatured, accrued or omission occurring from the beginning of time through the date of execution of this Agreementunaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in any court, tribunal or proceeding (including, but not limited to, any claim claims arising under federal, state, foreign, statutory or common law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the Company, as applicable), by or on behalf of such party or any of its Releasing Persons, or which arise out of or relate to the stockholdings of any stockholder of any Parent Party or the Company, as applicable, or any such shareholder’s status as a shareholder of such party, against the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), or any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the Executive’s employment relationship with the Companyacts, events, facts, matters, transactions, occurrences, statements or representations, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations other matter whatsoever set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningotherwise related, directly or indirectly, to the Executive’s employment relationship Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or disclosures made in connection with the Merger Agreement, the Merger or the Termination (including any alleged misstatements or omissions or the adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the Asset Purchase Agreement. (b) Each of the Parent Parties, on the one hand, and the Company, including on the Executive’s separation other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may discover facts in addition to or different from employmentthose now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of such party on its own behalf and on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Each party agrees of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that this legal release is intended to be interpreted “Unknown Claims” are expressly included in the broadest possible manner definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in favor this Section 3 and was relied upon by each and all of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise Released Persons in entering into this Termination Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with “Unknown Claims” means any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved any of its Releasing Persons does not know or suspect exists in any actionhis, suit her, or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason its favor at the time of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent release of the Company or is or was serving at Settled Claims as against the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entityReleased Persons, including service with respect without limitation those which, if known, might have affected the decision to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personenter into this Termination Agreement.

Mutual Release. The Executive(a) Blumenthal, for himself, on his own behalf and on behalf of his heirs, personal representatives and representa▇▇▇▇▇ ▇▇▇ assigns, and any other person or entity that could or might act on behalf of himhereby waives, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”)releases, and forever and irrevocably discharges the Company, its parents, divisions, subsidiaries, affiliatesCorporation, and each of their past and present its agents, attorneys, officers, agents, directors, executivesemployees, shareholderssuccessors and assigns (collectively, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and the "Corporation Released Parties") from any and all actionsobligations, causes of action, claimsdebts, demands, costs claims and expenses, including attorneys’ fees, liabilities of every kind and nature whatsoevernature, either in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, Blumenthal may now have, may in the future have or claim at may ever have had, ▇▇▇▇▇▇▇ the Corporation Released Parties arising in any future time to have, based in whole manner from or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerningmanner related, directly or indirectly, the Executive’s to Blumenthal's service or employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officerofficer and/or an ▇▇▇▇▇▇▇▇ ▇▇ the Corporation including, employee without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of the Corporation resulting from the provisions of the Option Exercise Agreement entered into by and among the parties hereto bearing the date of August 6, 1999, this Agreement and the Amended Split Dollar Agreement (collectively, the "Surviving Agreements"). (b) The Corporation, on its own behalf and on behalf of its successors and assigns, hereby waives, releases, and forever and irrevocably discharges Blumenthal, and his agents, attorneys, heirs, representatives and as▇▇▇▇▇ (▇▇▇lectively, the "Blumenthal Released Parties") from any and all obligations, debts, d▇▇▇▇▇▇, ▇▇aims and liabilities of every kind and nature, either in law or agent in equity, that the Corporation may now have, may in the future have or may ever have had against the Blumenthal Released Parties arising in any manner from or in any man▇▇▇ ▇▇▇▇▇▇d to, directly or indirectly, Blumenthal's service or employment as a director, officer and/or an ▇▇▇▇▇▇▇▇ ▇▇ the Corporation including, without limitation, the circumstances relating to the termination thereof; excepting only the continuing obligations of another corporation or Blumenthal resulting from the provisions of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personthe Surviving Agreements.

Mutual Release. The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement, the Severance Letter dated September , 2014 between the Company and the Executive (the “Severance Letter”) and the Offer Letter and CIC Agreement referred to in the Severance Letter AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar planplan and any Severance Benefits and Continuing Benefits, as such terms are defined in the Severance Letter. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.