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 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) 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 under any of them, may now haveClaims relating to or arising under, or claim at any future time to haveenforce, 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 (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(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 claim 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 connection with any Seller 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 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 Seller Claims. The release contemplated 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 earlierSection 4.3(a) 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 broad 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 personthe Claims that are released.

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 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 xxx 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(a) Effective as of the date hereof, for himselfeach Party, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himitself, includinghimself and its and his Affiliates, without limitationsuccessors, his counsel predecessors, assigns, heirs and beneficiaries and, to the extent acting in a representative capacity of any such person, such person's Representatives (all of whom are collectively referred to as “Executive Releasers”)applicable, and collectively, 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"Releasing Parties"), hereby fully and finally remises, releases, acquits and forever release discharges, and discharge covenants not to xxx or take any steps to pursue or further any Legal Proceeding against, each other Party, its Affiliates, successors, predecessors, assigns, subsidiaries and each of its past or current insurers and Representatives (as applicable, collectively, the "Released Parties"), from and in respect of any and all actions, claims and causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, costs and liabilities, obligations, damages, costs, expenses, including attorneys’ fees, compensation and other relief of every kind and nature whatsoever, in at law or in equity, whether now based on any federal, state or foreign law or right of action, whether known or unknown, that whether foreseen or unforeseen, whether matured or unmatured, in each Releasercase, which such Releasing Parties, or any person acting under any of them, had, has or may now havehave directly arising out of, connected with or claim at any future time related to have, based the Investors' investment in whole the Company on or in part upon any act or omission occurring from the beginning of time through prior to the date of execution of this Agreementhereof ("Claims"); 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 lawshowever, that may nothing in this Section 4.4 shall be legally waived and released such as the Fair Labor Standards Actconstrued to release, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII acquit or discharge any Claims or rights that any of the Civil Rights Act of 1964Releasing Parties had, 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 have or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred may have pursuant 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 the "Release"). If any Claim is not subject 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 Release, to consult with counsel of its or his own choosing concerning the agreementsextent permitted by law, representationseach Party waives, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it shall cause the applicable Releasing Parties to waive, any right 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 ability to be interpreted a class or collective action representative or to otherwise participate in the broadest possible manner any putative or certified class, collective or multi-party action or proceeding based on such a Claim in favor which any other Party or any of the other applicable Released Parties is a 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 ExecutiveEffective as of the date hereof, for himselfeach Party, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himitself, includinghimself and its Affiliates, without limitationsuccessors, his counsel assigns, heirs and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s creditors, representatives, agents and attorneys (all of whom are collectively referred to as applicable, collectively, the “Executive ReleasersReleasing 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 finally releases, acquits and forever release and discharge discharges each other Party, its Affiliates and each of and its past or current directors, officers, employees, agents or representatives (as applicable, collectively, the “Released Parties”), from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, costs and liabilities, obligations, damages, costs, expenses, including attorneys’ fees, compensation and other relief of every kind and nature whatsoever, in at law or in equity, whether now known or unknown, that in each Releasercase, which exist as of the date hereof, which such Releasing Parties, or any person acting under any of them, had, has or may now havehave directly arising out of, connected with or claim at any future time related to havethe Seller’s investment in the Purchaser (“Claims”); 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 nothing in this Section 4.3 shall be legally waived and released such as the Fair Labor Standards Actconstrued to release, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII acquit or discharge any Claims or rights that any of the Civil Rights Act of 1964Releasing Parties had, 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 have or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred may have pursuant 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 the “Release”). If any Claim is not subject to sign the Release, to the extent permitted by law, each Party waives, and will cause the applicable Releasing Parties to waive, any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party. Each Party acknowledges that the consideration payable pursuant to this Agreement earlier) provides good and he may revoke this Agreement within sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the seven (7) day period following his execution of Release and this Agreement. Each party specifically represents Party agrees that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representationswill not, and declarations set forth will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each party understands Party hereby represents and agrees warrants that by signing this Agreement it or he is giving up its or his right has access to bring any legal claim against adequate information regarding the other party concerning, directly or indirectlyterms of the Release, 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 scope and effect of the releases set forth herein and all other party, matters encompassed by the Release to include all actual or potential legal claims that one party may have against make an informed and knowledgeable decision with regard to entering into the other, except as specifically provided otherwise Release and has not relied on the applicable Released Parties in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect deciding to enter into the Executive’s rights, if any, Release and has instead made its own independent analysis and decision to indemnification and/or defense in connection with any claim that may be asserted against enter into 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. 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 in connection with Claims under 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 following: (with respect to unvested benefits), the National Labor Relations Act, a) Title VII of the Civil Rights Act of 1964, as amended; (b) the Age Discrimination in Employment ActAct (ADEA), as amended; (c) the Rehabilitation Federal Employee Retirement Income Security Act of 19731974 (ERISA), the Equal Pay Act, as amended; (d) the Americans with With Disabilities ActAct (ADA), as amended; EXCEPT for (e) the rights Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; (f) Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as amended; (g) any and obligations created by this Agreement AND EXCEPT for any vested rights all statutes of similar nature or purpose under any pension, retirement, profit sharing, health and welfare Delaware or stock optionWisconsin law, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion the law of any claim which is releasedother state; and (h) any federal, waived and discharged state or local law, rule, regulation, constitution, executive order or guideline of any description, including, but not limited to, those laws described 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 any rule or recoverable under the worker’s compensation laws principle of equity or common law, or 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 Claim of this Agreement. Each party specifically represents that it defamation, conversion, interference with a contract or he has had a full 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 opportunity dealing, or any whistle-blower Claim. This release, discharge and waiver shall be hereinafter referred to consult with counsel of its or his own choosing concerning as the agreements“Release.” Notwithstanding the foregoing, representations, Executive shall have the right to assert defenses and declarations set forth counterclaims against any individuals referenced 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 subparagraph in connection with any claim that may might be asserted against the Executive as a consequence by any 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 amendedthem, in which case this Release shall not preclude the event assertion of any defenses or counterclaims that are otherwise 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 subject 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 Release.

Mutual Release. The Executive(a) Except as expressly provided herein, for himselfGxxxxxx, 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 ReleasersGxxxxxx 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 Gxxxxxx has or may have relating to, or arising out of the Employment Agreement or employment of Gxxxxxx with OXIS or the partially executed settlement, or any claim by Gxxxxxx for breach of the Employment Agreement or any claim that Gxxxxxx 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 Gxxxxxx 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 Gxxxxxx’x 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 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 personthereunder).

Mutual Release. The (a) In consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, or may be entitled to claim, Executive, for himself, and his heirs, personal representatives executors, administrators, successors and assigns, does hereby release, forever discharge 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 promise not to as “Executive Releasers”), and xxx the Company, its parents, divisions, subsidiaries, affiliates, successors and each of their assigns, and its past and present officers, agents, directors, executivespartners, employees, members, managers, shareholders, independent contractorsagents, attorneys and insurers attorneys, accountants, insurers, heirs, administrators, executors (all of whom are collectively referred to as the “Company Releasers), hereby fully and forever release and discharge each other of and Released Parties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, causes of action, claims, demands, costs known and expenses, including attorneys’ feesunknown, of every kind and nature whatsoever, whatsoever in law or in equity, whether which Executive had, now known or unknown, that each Releaserhas, or may have against the Company Released Parties relating in any person acting under way to Executive’s employment with the Company or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Executive and any of themthe Company Released Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Company Released Parties, may now have, as well as anything done or claim at any future time not done 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. Nothing in this Agreement shall be construed to release the Company from any indemnification obligations under any indemnification agreement. Executive understands and agrees that this release and covenant not to xxx shall apply to any and all claims or liabilities arising out of or relating to Executive’s employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law, including, but not limited to, any claim claims arising under the Age Discrimination in connection Employment Act of 1967, as amended; the Americans 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 Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Consolidated Omnibus Budget Reconciliation Act of 1964, the Age Discrimination in Employment Act1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act, Act of 1963 (EPA) as well as any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the Americans with Disabilities Actcovenant of good faith and fair dealing; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any pensionemployment, retirementcontract or tort laws; claims arising under any other federal law, profit sharingstate law, health and welfare or stock optionmunicipal law, local law, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to common law; any person any portion claims arising out of any claim which is releasedemployment contract, waived policy or procedure; 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 claims related to or arising out of this Agreement, this release shall not waive his employment 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 separation of his employment with the Company except for any claims based on the indemnification provisions of any indemnification agreement. In addition, Executive agrees not to cause or encourage any legal proceeding to be maintained or instituted against any of the Company Released Parties. This release does not apply to any claims for unemployment compensation or any other claims or rights which, by law, cannot be waived, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however that Executive disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding with respect to any claims released herein. Notwithstanding the foregoing, the release, discharge and waiver contained herein shall not apply to the following types of claims: (i) any rights Executive may have under this Agreement and under the Employment Agreement; (ii) any rights Executive may have under the Global Geophysical Services, Inc. 401(k) Profit Sharing Plan; (iii) Executive’s right under COBRA to continued health/dental/vision benefits coverage for Executive and participating dependents; (iv) any rights Executive may have under the Company or the Company Released Parties benefit plans and programs subject to and in accordance with the terms of such plans and programs and related agreements; (v) any rights to contribution, advancement of expenses, defense or indemnification Executive has under the Company or the Company Released Parties’ current Articles of Incorporation or Bylaws, Director and Officer Liability Insurance, Employed Lawyers Liability Insurance or under any separate indemnification contract between the Company or a Company Released Party and 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 as provided by applicable law law; (vi) any rights Executive has 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 shareholder of the Company or is a Company Released Party; or was serving at (vii) any rights Executive has to apply for and receive unemployment benefits, which application the request Company will not contest or challenge. With respect to the period of Executive’s employment by the Company and representation of the Company Released Parties, the Company and the Company Released Parties agree to keep in effect or obtain tail coverage under the Employed Lawyer Liability Insurance coverage for Executive for a period of not less than three years following Executive’s date of termination of employment. Terms of coverage including policy limits shall be on substantially the same terms as a director, officer, employee or agent in effect on Executive’s date of another corporation or termination 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 personemployment.

Mutual Release. The Executive(a) Effective as of the date hereof, for himselfeach Party, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himitself, including, without limitation, himself and its and his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, including the Xxxxx Family, successors, predecessors, assigns, heirs, estates, trustees and each beneficiaries and, to the extent acting in a representative capacity of their past any such person, such person’s creditors, representatives, agents and present officersattorneys (as applicable, agentscollectively, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company ReleasersReleasing Parties”), hereby fully and finally remises, releases, acquits and forever release discharges, and discharge covenants not to xxx or take any steps to pursue or further any Legal Proceeding against, each other Party, its affiliates, successors, predecessors, assigns, subsidiaries (and in the case of the Purchaser, any member of the Xxxxx Family) and each of its past or current directors, officers, principals, employees, agents or representatives (as applicable, collectively, the “Released Parties”), from and in respect of any and all actions, claims and causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, costs and liabilities, obligations, damages, costs, expenses, including attorneys’ fees, compensation and other relief of every kind and nature whatsoever, in at law or in equity, whether now based on any federal, state or foreign law or right of action, whether known or unknown, that whether foreseen or unforeseen, whether matured or unmatured, in each Releasercase, which such Releasing Parties, or any person acting under any of them, had, has or may now havehave directly arising out of, connected with or claim at any future time related 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 “Claims”); provided, however, that nothing in this Section 4.2 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may voluntarily choose have pursuant to sign this Agreement earlier) and he may revoke this Agreement within (the seven (7) day period following his execution of this Agreement“Release”). Each party specifically represents that it or he has had a full and fair opportunity If any Claim is not subject to consult with counsel of its or his own choosing concerning the agreementsRelease, representationsto the extent permitted by law, each Party waives, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it will cause the applicable Releasing Parties to waive, any right 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 ability to be interpreted a class or collective action representative or to otherwise participate in the broadest possible manner any putative or certified class, collective or multi-party action or proceeding based on such a Claim in favor which any other Party or any of the other applicable Released Parties is a 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 ExecutiveX. Xxxxx' Release in Full. Xxxxx, 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 Xxxxx, 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 Xxxxx 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, defamation, or under federal, state or local laws, that may be legally waived attorney's 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 pre- and post- judgment interest. This Settlement Agreement and Mutual Release 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 Ful encompasses all liability and loss suffered and expenses reasonably incurred by such personbased on legal theories of every nature.

Mutual Release. The ExecutivePxxxxxx 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 Pxxxxxx’x 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 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 the 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 obligations created by this termination from Choice. This Agreement AND EXCEPT covers both Choice Claims Employee knows about and those Employee may not know about except for any vested rights under any pension, retirement, profit sharing, health and welfare Choice Claim of which Employee is unaware as of the date hereof due to Choice’s fraud or stock option, or similar planactive concealment. Each party hereby warrants that it or he has not assigned or transferred to any person any portion Employee assumes the risk of any claim which is released, waived and discharged above. The Executive further warrants all unknown Choice Claims that except as he has reported to may exist at 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 time Employee signs 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 Employee agrees that this legal 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 is intended to be interpreted in the broadest possible manner in favor form of Exhibit B. This release does not apply to claims for breach of this Agreement and/or the other party, payment of amounts or provision of benefits pursuant 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, 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 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 rights that he will indemnify and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) hold harmless the persons and he may revoke this Agreement within 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 seven (7) day period following his execution provisions 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 indirectlyParagraph 2(a), the Executive’s employment relationship with parties agree that the Company, including the Executive’s separation from employment. Each party agrees that this legal foregoing release is intended to be interpreted in the broadest possible manner in favor not a release of the other party, to include all actual Employee’s rights 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 under this Agreement, this nor is it a release shall not waive or in of 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 claims with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personevents that occur after the date that Employee signs this Agreement.

Mutual Release. The Executive(a) Except as provided for in Section 6, in return for himselfthe payments made and benefits to be extended to Xxxxxx pursuant to this Agreement and other good and valuable consideration, his heirswhich Xxxxxx expressly acknowledges that he would not otherwise be entitled to receive, 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 Xxxxxx does hereby unconditionally release 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 claims, suits, rights, liabilities, or demands of any kind or nature (each such action, claimsclaim, demandssuit, costs right, liability or demand being hereinafter individually referred to as a “Claim” and expensescollectively referred to as “Claims”) that Xxxxxx has ever had or might hereafter claim to have against the Company, including attorneys’ feesincluding, 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, : (i) any claim and all claims in connection with the Executive’s (A) Xxxxxx’x employment relationship with the Company, (B) the terms and conditions of such employment relationship (including compensation and benefits), or (C) the termination ending of such employment relationship and the surrounding circumstances thereof, without regard and (ii) any and all claims arising pursuant to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common any law, such as breach of constitution, regulation, or any statute or common law theory, whether in tort, contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamationequity, or otherwise. Without limiting the generality of the foregoing, Xxxxxx specifically releases, acquits, discharges, and agrees to hold the Company harmless from and against any and all Claims (i) 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 Acts of 1866, 1964, and 1991; the Age Discrimination in Employment Act, ; the Rehabilitation Act of 1973, the Equal Pay Older Worker Benefit Protection Act, ; the Americans with Disabilities Act; EXCEPT for the rights Family 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 Medical Leave Act; the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation fair employment practice laws of any state. The Executive further represents state (which acts 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 agreementslaws prohibit discrimination based upon race, representationsreligion, sex, national origin, color, age, handicap, and declarations set forth in this Agreementdisability); the Employee Retirement Income Security Act of 1974, as amended: the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; and any state or local minimum wage or equal pay law, regulation or ordinance; or (ii) arising under federal, state, or local laws or regulations, or any common law theories of recovery. Each party understands and agrees that by signing this This Agreement it shall not apply to rights 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 arise after the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision effective date of this Agreement, nor shall any provision of this release shall Agreement be interpreted to waive, release, or extinguish any rights that by express and unequivocal terms of law may not waive under any circumstances be waived, released, or in any way limit extinguished. Xxxxxx further agrees not to xxx or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted authorize anyone else to file a lawsuit on his behalf against the Executive as Company for any reason, and not to become a consequence member of his employment with the Executive, whether such rights arise under any class suing 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 If Xxxxxx files any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that hesuit, 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 proceeding with respect to employee benefit plansany Claim released by him herein (or if a Claim so released is filed on Xxxxxx'x behalf by another person), Xxxxxx agrees to indemnify the Company against all liability any damages or judgments arising therefrom, including, but not limited to, expenses of litigation and loss suffered and expenses reasonably attorneys’ fees incurred by the Company with respect to any such personaction, suit, or proceeding. Further, Xxxxxx agrees that a mandatory prerequisite to asserting any claim settled or released under this Agreement is the return of all payments made pursuant to this Agreement and all other consideration received by him in connection herewith.

Mutual Release. The Executive(a) As of the date hereof, for himselfMGIC, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of himitself and each of its successors, includingsubsidiaries, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parentscontrolled affiliates, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers assignees (all of whom are collectively referred to as the “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 earlierMGIC Releasors”) 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 sxx Radian, any of its successors, subsidiaries, affiliates, divisions, or assignees, and any of their respective officers, directors, employees, representatives, agents, financial advisors, auditors, attorneys, heirs, administrators, devisees or legatees (collectively the “Radian Releasees”) (it is understood that neither C-Bass nor Sxxxxxx nor any of their respective officers or employees are MGIC Releasors or Radian 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 MGIC Releasors, or any of them, ever had or now have or can have or shall or may hereafter be amendedhave against the Radian 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of way related to the fact that heMerger Agreement, or any duties, actions, omissions, commitments, agreements, transactions, statements, or representations made to the MGIC Releasors in connection with the Merger, which include any actions taken prior to the date hereof in connection with the proposed dispositions of C-Bass and Sxxxxxx or the liquidity crisis involving C-Bass; 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 sxx with respect to employee benefit plansany claim, against all action, cause of action or suit arising on or after the date of this Agreement out of (i) this Agreement, (ii) the Confidentiality Agreement, (iii) the Fourth Amended and Restated Limited Liability Company Agreement of C-Bass, effective June 30, 2003, (iv) the Fifth Amended and Restated Limited Liability Company Agreement of C-Bass, effective July 1, 2006 to the extent such Limited Liability Company Agreement is legally effective, (v) the Fourth Amended and Restated Limited Liability Company Agreement of Sxxxxxx, dated as of July 1, 2006 (the “Sxxxxxx L.L.C. Agreement”), (vi) the JDA, (vii) the Clean Team Procedures, or (viii) the Clean Team Confidentiality Agreements. For the avoidance of doubt, the Parties acknowledge that none of the limited liability and loss suffered and expenses reasonably incurred by such personcompany agreements specified in clauses (iii)-(v) in the immediately preceding sentence is related to the Merger.

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 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 ExecutiveExcepting the obligations and limitations which are expressly set forth in this Agreement, for himselfEmployee shall and hereby does release and forever discharge Employer, his ADP and each of their respective predecessors, successors, heirs, personal representatives parent companies, assigns, executors, administrators, Agents, employees, representatives, attorneys, affiliates (including but not limited to GridSense Pty Ltd. and assignsCHK GridSense Pty Ltd.), subsidiaries, and any and all past or present directors or officers, and any other person entity, person, or entity that could employee associated with or might act on behalf of himemployed by Employer or ADP, including, without limitation, his counsel (and all of whom are collectively referred to them, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (hereinafter together with Employer and ADP, “Executive ReleasersEmployer 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 against any and all claims, damages, actions, causes of action, claimsliabilities, demandsjudgments, liens, rights, debts, suits, obligations, promises, acts, costs and expensesexpenses (including, including but not limited to, attorneys’ ' fees), damages and charges of every kind and nature whatsoever, in law or in equitywhatsoever nature, whether now known or unknown, that each Releasersuspected or unsuspected, foreseen or unforeseen, fixed or contingent, or any person acting under any of themever filed or prosecuted (hereinafter, collectively referred to as “Employee Claims”) which Employee may now have, or claim at any future time to have, based in whole or in part upon any act time heretofore had, or omission occurring from the beginning claimed to have had, against Employer, ADP and/or any other Employer Releasees, or any other claim, as a result of time through things undertaken, said, stated, done or admitted to be done up to and including the date of execution of this Agreement. Excepting the obligations and limitations which are expressly set forth in this Agreement, including Employer shall and hereby does release and forever discharge Employee and each of his heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, and any other entity, person, or employee associated with or employed by Employee, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (hereinafter together with Employee, “Employee Releasees”), against any and all claims, damages, actions, causes of action, liabilities, judgments, liens, rights, debts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, any claim in connection with the Executive’s employment relationship with the Companyattorneys' fees), damages and charges of whatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as “Employer Claims”) which Employer may now have, or claim to have, or any time heretofore had, or claimed to have had, against Employee and/or any other Employee Releasees, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the termination thereof, without date of execution of this Agreement with regard to present actual knowledge of such acts Employee's engagement by, employment with, or omissionsservice as an officer of, including specificallyEmployer. The foregoing releases are intended to have the broadest lawful application and include, but are not by way of limitationlimited to, matters which may arise at any and all tort, contract, common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamationconstitutional, or statutory claims arising under federalstate and/or federal law (in addition to those specifically released in paragraph 2(a) herein), state including claims for bodily or local lawspersonal injury, that may injury to reputation, and emotional pain and suffering, arising out of or related in any way to the transactions or occurrences between the Parties. Notwithstanding this release provision, this release does not extend to those claims which cannot be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Acta matter of law, 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 more 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”paragraph 2(d) 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 personbelow.

Mutual Release. The ExecutiveIn consideration of the payment made pursuant to Section 2, 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”)above, and the Company's and Executive's other covenants and agreements contained herein, 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), the Parties hereby fully and forever release and discharge each other other, and Executive hereby releases and discharges the Company's past and present shareholders, and the officers, directors, managers, employees, agents, attorneys, servants, affiliates, predecessors, successors and assigns of each of them, and its and their insurers, employee welfare benefit plans, and pension or deferred compensation plans, along with their respective trustees, administrators, and fiduciaries (collectively, the "Released Parties") from any and all actionsclaims, charges, complaints, liens, demands, causes of action, claimsobligations, demandsdamages and liabilities, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected, that each Releaserthe Parties had, or any person acting under any of them, may now have, or may hereafter claim at to have against the Released Parties, arising out of or relating in any future time way to haveExecutive's hiring by, based in whole employment with, or in part upon separation from the Company or otherwise relating to any act or omission occurring of the Released Parties from the beginning of time through the later to occur of (i) the Separation Date, and (ii) the date of execution of this Agreement, including but not limited on which Executive actually receives the Severance Benefit. This release specifically extends 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 lawclaims or causes of action for wrongful termination, such as impairment of ability to compete in the open labor market, breach of an express or implied contract, express or impliedbreach of any collective bargaining agreement, promissory estoppelbreach of the covenant of good faith and fair dealing, wrongful dischargebreach of fiduciary duty, tortious interference with contractual rightsfraud, misrepresentation, defamation, slander, infliction of emotional distress, defamationdisability, or loss of future earnings, and claims under federalthe California constitution, the United States Constitution, and applicable state or local and federal fair employment laws, that may be legally waived federal equal employment opportunity laws, and released such federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits)amended, the National Labor Relations Act, Title VII of as amended, the Civil Rights Labor-Management Relations Act, as amended, the Worker Retraining and Notification Act of 19641988, as amended, the Age Discrimination in Employment ActAmericans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Equal Pay Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, the Americans with Disabilities Actas amended; EXCEPT for the and The Parties expressly waive all rights and obligations created afforded 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 Section 1542 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 Civil Code of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent State 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 California ("Section 1542") with respect to employee benefit plansthe Released Parties. Section 1542 states 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, against all liability and loss suffered and expenses reasonably incurred by such personWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Mutual Release. (a) The Executive, 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 its parent company, and their past and present 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, the Executive 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 manner related, directly or omission occurring from indirectly, to the beginning Executive’s service or employment as a director, officer and/or an employee of time through the date Corporation including, without limitation, the circumstances relating to the termination thereof, except for such obligations as shall specifically survive the termination of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with under the Companyterms of the Employment Agreement. (b) The Corporation, on its own behalf and on behalf of its successors and assigns, hereby waives, releases, and forever and irrevocably discharges the Executive, and his agents, attorneys, heirs, representatives and assigns (collectively, the “Executive Released Parties”) from any and all obligations, debts, demands, claims and liabilities of every kind and nature, either in law 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 lawsin equity, that the Corporation may be legally waived and released such as now have, may in 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 future have 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 ever have 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 concerningExecutive Released Parties arising in any manner from or in any manner related to, directly or indirectly, the Executive’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, employee or agent without limitation, the circumstances relating to the termination thereof, except for such obligations as shall specifically survive the termination of another corporation or the Executive’s employment under the terms of a partnershipthe Employment Agreement and, joint ventureunless 1 otherwise specifically agreed to in writing, 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 by such personthe Executive of Article 6 of the Employment Agreement. 2.

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 Mxxxxxxxx Law Office, Inc. or Txx Xxxxxxxxx in connection with or relating to any legal opinions issued by the Mxxxxxxxx Law Office, Inc. or Txx Xxxxxxxxx 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 Mxxxxxxxx Law Office, Inc. and Txx Xxxxxxxxx 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”), 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 Investor Releasing Parties hereby acknowledge and agree 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 expressly set forth in this Agreement and the Transaction Documents (as modified by 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 Released Parties have no other liabilities or obligations, of any kind or nature, owed to the CompanyInvestor Releasing Parties, 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 or relating to 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 Investor Released Claims 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(i) As a material inducement for the Company to enter into this Agreement, for himselfeffective as of the Closing Date, his heirs, personal representatives and assigns, and any other person or entity that could or might act the Seller (on behalf of himhimself and his successors and assigns) hereby unequivocally, includingvoluntarily, without limitationknowingly, his counsel (all of whom are collectively referred to as “Executive Releasers”)willingly, unconditionally, completely, irrevocably and immediately remises, releases and discharges the Company, its parents, divisions, subsidiaries, affiliatesstockholders, and each of their past and present officersrespective Affiliates, managers, agents, directorsinsurers, executivespredecessors, shareholdersassigns and successors (collectively, independent contractors, attorneys and insurers (all of whom are collectively referred to as the “Company Releasers), hereby fully Released Persons”) from and forever release and discharge each other of and from with respect to any and all actions, causes of action, claims, demandsjudgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ feesfees and disbursements (collectively, “Losses”) of every whatever kind and or nature whatsoeverto the extent arising on or prior to the Closing Date, in law whether at law, equity or in equityotherwise, whether now known or unknown, that each Releaserand whether or not concealed or hidden, which the Seller now has, or has ever had or may hereafter have against any person acting of the Company Released Person occurring at any time on or prior to the Closing Date and under any law in any jurisdiction in connection with (A) the acquisition, ownership, transfer, sale or disposition of themthe Shares, may now haveand (B) the Seller’s acts or omissions in his capacity as a stockholder, Founder, manager, director or claim at any future time to have, based in whole employee of the Company or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreementits Affiliates, including but not limited to, any claim in connection with the Executive’s employment relationship with the Companytermination of his service as a director, manager, or employee (the termination thereof, without regard “Seller Released Claims”); provided that the Seller Released Claims shall not include (1) any claims pursuant to present actual knowledge of such acts this Agreement 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 (Sale Cooperation Agreement arising with respect to unvested benefits)acts or omissions after the Closing Date, (2) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the National Labor Relations ActStockholders’ Agreement or bylaws, Title VII charter, certificate of incorporation, certificate of formation or any other organizational documents of the Civil Rights Act Company or any of 1964its Affiliates, or any insurance policy of the Age Discrimination in Employment Act, the Rehabilitation Act Company or any of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (3) any claims that may not be released as a matter of law. It is the intention of the Seller that such release of the Seller Released Claims shall be effective as a bar to each and every demand, claim and proceeding hereinabove specified and in furtherance of such intention, and the Seller, hereby expressly waives, effective as of the Closing Date, any and all rights and obligations created by this Agreement AND EXCEPT for any vested rights benefits conferred upon the Seller under any pension, retirement, profit sharing, health applicable law 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 expressly agrees that this legal release is intended will be given full force and effect according to be interpreted in the broadest possible manner in favor each and all of the other partyits express terms and provisions, including those related 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 rightsunknown and unsuspected demands and proceedings, if any, as those relating to indemnification and/or defense in connection with any claim that other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 4(c)(i). The Seller further agrees to execute any and all additional documents as may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise required 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 any 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 give effect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such personhis obligations under this Section 4(c)(i).

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 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 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 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 xxx 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 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. 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, Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx ever had or now has arising out of the Employment Agreement or Xxxxxxxxxx’x 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx’x 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 Xxxxxxxxxx, 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(a) For purposes of this Mutual Release, for himself"Employee Parties" means you, his heirsyour family members, personal representatives your estate, your beneficiaries, your heirs and your assigns and the estate, beneficiaries, heirs and assigns of each of the foregoing; "Company Parties" means the Company (as defined in the first paragraph of this Agreement) and each of its present, former and future directors, officers, employees, agents, attorneys, heirs and assigns, . The Employee Parties 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 the Company Parties together shall hereinafter be referred to as “Executive Releasers”)the "Released Parties." (b) In recognition of the mutual consideration set forth herein, the receipt and adequacy of which are herein acknowledged, and intended to be legally bound hereby, the Company Parties, on the one hand, and the CompanyEmployee Parties, its parentson the other hand, 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), hereto do hereby fully and forever release and discharge each other of and from any and all claims, actions, causes of action, claimssuits, demandscosts, costs and expensescontroversies, including judgements, decrees, verdicts, damages, liabilities, attorneys’ ' fees, of every kind covenants, contracts, and nature whatsoever, in law or in equity, whether now known or unknown, agreements that each Releaser, or any person acting under any of them, the Employee Parties or Company Parties may now have, or claim at any in the future time may possess, with respect to haveeach other, based in whole and arising out of or in part upon any act directly or omission occurring from indirectly relating to your employment by the beginning of time through the date of execution of this AgreementCompany, 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 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, the Americans with Disabilities Act; EXCEPT for Act of 1990, the rights Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, or any other federal or state or local law, whether such claim arises under statute, common law or in equity, and obligations created whether or not any of the Released Parties are presently aware of the existence of such claim, damage, action or cause of action, suit or demand. The Company Parties, on the one hand, and the Employee Parties, on the other, also do forever release, discharge and waive any right they may have to recover in any proceeding brought by any federal, state or local agency against any other party hereto to enforce any laws. Each of the parties hereto agrees that the value received as described 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 shall be in full satisfaction of any claim which is releasedand all claims, waived actions or causes of action for payment or other benefits of any kind that any party or Released Parties hereto may have against another party hereto and discharged aboveor any corresponding Released Parties. The Executive further warrants 11. ACKNOWLEDGMENT. By signing this Agreement, you hereby acknowledge and confirm that except as he has reported to you were advised by the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws in connection with your resignation to consult with an attorney of any state. The Executive further represents and warrants that he has been given at least 21 days your choice prior to review and consider his rights and obligations under signing this Agreement (although he may voluntarily choose and to sign this Agreement earlier) and he may revoke this Agreement within have such attorney explain to you the seven (7) day period following his execution terms 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 person5 6 12.

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 for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pensionEmployee Retirement Income Security Act of 1974, retirement29 U.S.C., profit sharingSection 1001, health and welfare or stock optionet seq.; the National Labor Regulations Act, 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 29 U.S.C., Section 151, et seq.; the event California Fair Employment and Housing Act, as amended, California Government Code, Section 12900, et seq.; the Executive was or is made or is threatened to be made a party or is otherwise involved in any actionUruh Civil Rights Act, suit or proceedingas amended, whether civilCalifornia Civil Code, criminalSection 51, 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 personet seq.

Mutual Release. The Executive(a) Each member of the Equity Group, for himselfitself and its directors, his heirsofficers, personal representatives and assignsemployees, 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 officersstockholders, agents, directorssuccessors, executives, shareholders, independent contractorsassigns, attorneys and insurers trustees (all of whom are collectively referred to as “Company Releaserscollectively, the "Equity Releasors"), does hereby fully irrevocably and unconditionally remise, release, acquit, exonerate and forever release and discharge each other member of the Patriot/ Interstate Group and their respective directors, officers, employees, stockholders, agents, successors, assigns, attorneys, financial advisors, investment bankers, lenders and trustees (collectively, the "Patriot and Interstate Released Parties"), of and from any and or all actions, causes of action, suits, debts, dues, sums of money, accounts, claims, demands, covenants, contracts, controversies, promises, agreements, damages, attorney's fees, costs and expensesexpenses of suit, including attorneys’ feesobligations, liabilities and judgments, of every whatever kind and nature whatsoeveror nature, known or unknown, now existing or which may develop in the future, in law or in equity, whether which each member of the Equity Group ever had against the Patriot and Interstate Released Parties, now known has or unknown, that each Releaser, or any person acting under which any of themthe Equity Releasors hereafter can, shall or may now have, upon or claim at by reason of any future time to haveact, based in whole omission, matter, cause or in part upon any act or omission occurring thing whatsoever, from the beginning of time through the date of execution of this Agreement, including but not limited arising out of, related to, any claim or in connection with the Executive’s employment relationship with Master Agreement, the CompanyLeases, or the termination thereofMerger, the Divestiture, any applications for a new franchise agreement, including, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which claims arising under any statute or law of the United States (excepting only such state statutory claims as may arise at common lawnot be released, such as breach regardless of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction the agreement 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 Actparties, as amended (with respect to unvested benefitsa matter of Law), 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 This release shall not waive apply to (a) any existing obligations that members of the Patriot/Interstate Group may have under the Leases, the Master Agreement or the Existing Guarantees, none of which obligations are in default as of the date hereof, and (b) the pending lawsuit and any way limit related claims which have been 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 brought by any person 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 amendedentity, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any actionPittsburgh, suit or proceedingPennsylvania by Xxxxxxx X. XxXxxxx, 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 plansXx., against all liability Patriot and loss suffered and expenses reasonably incurred by such personits Affiliates.

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.

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, 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 Xxxxxxx Xxxxxxx, 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 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 Executive(a) Daseke, for himself, the purpose of binding himself and his heirs, personal representatives legal representatives, successors and assigns, and any entities with which Daseke is affiliated (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”than the Company), and for all persons or entities claiming by, through or under any of them, hereby RELEASES, WAIVES, ACQUITS AND FOREVER DISCHARGES to the maximum extent permitted under applicable law, the Company, and its parentsprior, divisions, subsidiaries, affiliates, current and each of their past and present future officers, agentsemployees, directors, executivesstockholders, shareholdersattorneys, independent contractorsadvisors, attorneys receivers and insurers (all of whom are collectively referred to as “Company Releasers)conservators, hereby fully and forever release their respective heirs, legal representatives, successors and discharge each other assigns of and from any and all actions, causes of action, liabilities, claims, counterclaims, effective defenses, offsets, demands, costs and expenses, including attorneys’ fees, losses or damages of every any kind and or nature whatsoever, whatsoever (the "Daseke Claims") in law or in equity, whether now known or unknown, that each Releasercontingent or fixed, arising under contract, including, without limitation, the Employment Agreement, tort, statute or otherwise, and whether based on facts known or unknown, and existing on the date hereof, or any person acting under which may arise in the future based upon facts and circumstances which exist or existed on or prior to the date hereof (excluding, however, 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 the Daseke Claims arising from the beginning performance or non-performance of time through the date Company's obligations under this Agreement, the Plan, the Option Agreements, the LTIP, the Award Agreement issued under the LTIP and the notes and other agreements referenced in Section 5(c) hereof and any right to indemnification from the Company arising from Daseke's status as an officer and director of the Company and as provided herein), including, without limitation, any and all actions, causes of action, liabilities, claims, counterclaims, demands, losses and damages asserted or that could have been asserted prior to the execution of this Agreement, including but not limited toor sounding in, arising from or any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard way relating 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 dischargedeceit, tortious interference with contractual rightsinterference, infliction breach of emotional distressobligations of good faith and fair dealing, defamationmisrepresentation, deceptive trade practices or federal or state securities violations, existing 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 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 events prior 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 including specifically any claims or causes of action arising out of or relating to the Employment Agreement or the termination thereof or the events surrounding Daseke's resignation as Chief Executive Officer and Chairman of the Board of the Company. Daseke for the purpose of binding his affiliates also hereby TRANSFERS AND ASSIGNS any and all of the Daseke Claims to the Company and its prior, current and future officers, employees, directors, stockholders, receivers and conservators, and their respective heirs, legal representatives, successors and assigns. This provision shall not waive or in be construed as an admission of 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 liability 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 any other 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 further consideration for this Agreement, 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 parentson their own behalf and on behalf of their predecessors, divisionssuccessors and assigns, subsidiarieshereby, affiliatesupon the Company’s payment of the amounts referenced in Paragraph Exhibit B2 of this Agreement and provided that Executive does not revoke this Agreement as provided for in Paragraph Exhibit B7 below, release and forever discharge each other, and each of their past and present respective employees, shareholders, officers, directors, agents, directorsinsures, executivesfamily members, shareholdersattorneys, independent contractorsparents, attorneys subsidiaries, divisions or affiliated organizations or corporations, whether previously or hereafter affiliated in any manner, and insurers their respective predecessors, successors and assigns (all of whom are collectively referred to as collectively, “Executive Released Parties,” and “Company Releasers), hereby fully and forever release and discharge each other of and Released Parties,” respectively) from any and all actionsclaims, demands, causes of action, obligations, charges, damages, liabilities, attorneys’ fees, and costs of any nature whatsoever, contingent or non-contingent, matured or unmatured, liquidated or unliquidated, whether or not known, suspected or claimed, which Executive Released Parties and/or the Company Released Parties ever had, now has or may claim to have had as of the date this Agreement against each other (whether directly or indirectly), or any of them, by reason of any act or omission whatsoever, concerning any matter, cause or things, including, without limiting the generality of the foregoing, the Action, the claims referenced in Recital B above, any claims, demands, costs and expensescauses of actions, including obligations, charges, damages, liabilities, attorneys’ fees, fees and costs relating to or arising out of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under alleged violation of 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 contractcontracts, express or implied, promissory estoppelany covenant of good faith and fair dealing, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamationexpress or implied, or under a tort, or any legal restrictions on the Company’s right to terminate employees, or any federal, state or local lawsother governmental statute, 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 regulation 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 Companyordinance, 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.without limitation:

Mutual Release. The Executive(a) Except as provided for in Section 5, in return for himselfthe payments made and benefits to be extended to Xxxxxxx pursuant to this Agreement and other good and valuable consideration, his heirswhich Xxxxxxx expressly acknowledges that he would not otherwise be entitled to receive, 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 Xxxxxxx does hereby unconditionally release 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 claims, suits, rights, liabilities, or demands of any kind or nature (each such action, claimsclaim, demandssuit, costs right, liability or demand being hereinafter individually referred to as a “Claim” and expensescollectively referred to as “Claims”) that Xxxxxxx has ever had or might hereafter claim to have against the Company, including attorneys’ feesincluding, 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, : (i) any claim and all claims in connection with the Executive’s (A) Xxxxxxx’x employment relationship with the Company, (B) the terms and conditions of such employment relationship (including compensation and benefits), or (C) the termination ending of such employment relationship and the surrounding circumstances thereof, without regard and (ii) any and all claims arising pursuant to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common any law, such as breach of constitution, regulation, or any statute or common law theory, whether in tort, contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamationequity, or otherwise. Without limiting the generality of the foregoing, Xxxxxxx specifically releases, acquits, discharges, and agrees to hold the Company harmless fiom and against any and all Claims (i) 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 Acts of 1866, 1964, and 1991; the Age Discrimination in Employment Act, ; the Rehabilitation Act of 1973, the Equal Pay Older Worker Benefit Protection Act, ; the Americans with Disabilities Act; EXCEPT for the rights Family 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 Medical Leave Act; the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation fair employment practice laws of any state (which acts and laws prohibit discrimination based upon race, religion, sex, national origin, color, age, handicap, and disability); the Employee Retirement Income Security Act of 1974, as amended: the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; and any state or local minimum wage or equal pay law, regulation or ordinance; or (ii) arising under federal, state, or local laws or regulations, or any common law theories of recovery. The Executive This Agreement shall not apply to rights or claims that may arise after the Severance Date, nor shall any provision of this Agreement be interpreted to waive, release, or extinguish any rights that by express and unequivocal terms of law may not under any circumstances be waived, released, or extinguished. Xxxxxxx further represents agrees not to sue or to authorize anyone else to file a lawsuit on his behalf against the Company for any reason, and warrants not to become a member of any class suing the Company. If Xxxxxxx files any action, suit, or proceeding with respect to any Claim released by him herein (or if a Claim so released is filed on Xxxxxxx’x behalf by another person), Xxxxxxx agrees to indemnify the Company against any damages or judgments arising therefiom, including, but not limited to, expenses of litigation and attorneys’ fees incurred by the Company with respect to any such action, suit, or proceeding. Further, Xxxxxxx agrees that he has been given at least 21 days a mandatory prerequisite to review and consider his rights and obligations asserting any claim settled or released under this Agreement (although he may voluntarily choose is the return of all payments and compensation made pursuant 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 all other consideration received 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 him 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 otherwiseherewith. 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- 4 -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 Separation Benefits set forth in Section 3 above, for himself, his heirs, personal representatives you and assigns, anyone 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 claiming through the date of execution of this Agreementyou, including but not limited to, your heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the Company and each of its respective past, present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in interest (in each case in their capacity as such), as well as each of their past, present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in interest (in each case in their capacity as such), jointly and severally (referred to collectively hereafter as the “Releasees”), from any claim in connection and all liabilities, claims, causes of action, charges, complaints, obligations, costs, losses, damages, injuries, penalties, interest, attorneys’ fees, and other legal responsibilities, of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent (referred to collectively hereafter as “Claim” or “Claims”), which you have at any time owned or held up to and including the date you sign this Agreement, including, and without limiting the generality of the foregoing, any and all Claims arising out of, connected with, or relating to: (i) your employment or business relationship with the Executive’s Company or the termination of such employment or business relationship with the Company; (ii) any act or omission by or on the part of any of the Releasees related thereto; (iii) any Claim for violation of any federal, state or local law or regulation prohibiting discrimination, failure to prevent discrimination, harassment or retaliation of any kind; (iv) any alleged violation of the California Labor Code, applicable California Wage Order, Age Discrimination in Employment Act (“ADEA”), Fair Labor Standards Act or the termination thereofConsolidated Omnibus Budget Reconciliation Act (COBRA), 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 amended; (v) breach of contract, any express or implied, promissory estoppelimplied employment contract or agreement, wrongful discharge, tortious interference with contractual rightsbreach of the implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, fraud, misrepresentation, defamation, or under trespass, conversion, interference with prospective economic advantage, invasion of privacy; (vi) any federal, state or local lawslaw regulating compensation, that may be legally waived and released such as the Fair Labor Standards Actwages, the Employee Retirement Income Security Acthours, as amended bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, paid time off (with respect to unvested benefitsPTO), the National Labor Relations Actpenalties, Title VII interest or damages; and (vii) any Claim for attorneys’ fees, costs or expenses relating to any of the Civil Rights Act foregoing. Notwithstanding the foregoing, your release does not apply to (A) any Claim that cannot be released as a matter of 1964law, 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 (B) 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 Claim to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable payments and benefits 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 (C) your right to indemnification, reimbursement 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 advancement of his employment with the Executive, whether such rights arise expenses 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 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 governing documents of the Company or is any of its subsidiaries, or was serving at under any directors’ and officers’ liability insurance policy maintained by the request Company or any of its subsidiaries, (D) your rights as an equity or securityholder of the Company as a directorCompany, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity(E) any such future Claims that arise after the date you sign this Agreement, including service with respect without limitation, any Claim for breach of this Agreement or the Name and Likeness License Agreement or other future Claim (notwithstanding Section 9(b) of the Name and Likeness License Agreement) for defamation, invasion of rights to employee benefit plansprivacy, against all liability and loss suffered and expenses reasonably incurred by such personappropriation of privacy, infringement of rights of publicity or personality, violation of privacy rights or rights of publicity, intrusion, false light or public disclosure of private facts, or any similar matter, or based upon or relating to use or exploitation of the Property.

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 the 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 obligations created by this termination from Choice. This Agreement AND EXCEPT covers both Choice Claims Employee knows about and those Employee may not know about except for any vested rights under any pension, retirement, profit sharing, health and welfare Choice Claim of which Employee is unaware as of the date hereof due to Choice‘s fraud or stock option, or similar planactive concealment. Each party hereby warrants that it or he has not assigned or transferred to any person any portion Employee assumes the risk of any claim which is released, waived and discharged above. The Executive further warrants all unknown Choice Claims that except as he has reported to may exist at 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 time Employee signs 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 Employee agrees that this legal 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 is intended to be interpreted in the broadest possible manner in favor form of Exhibit B. This release does not apply to claims for breach of this Agreement and/or the other party, payment of amounts or provision of benefits pursuant 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 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 Xxxxxxxxx Law Office, Inc. or Xxx Xxxxxxxxx in connection with or relating to any legal opinions issued by the Xxxxxxxxx Law Office, Inc. or Xxx Xxxxxxxxx to Investor (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the Xxxxxxxxx Law Office, Inc. and Xxx Xxxxxxxxx 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”), 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 Investor Releasing Parties hereby acknowledge and agree 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 expressly set forth in this Agreement and the Transaction Documents (as modified by 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 Released Parties have no other liabilities or obligations, of any kind or nature, owed to the CompanyInvestor Releasing Parties, 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 or relating to 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 Investor Released Claims 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, 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 other person source or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred agreement with the Company upon Employee’s termination from employment with the Company. Except as to as “Executive Releasers”)the promises made in this Agreement, and in consideration of 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 (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 rights Equal Pay Act of 1963; any 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 all laws of any state concerning wages, employment and discharge; any state. The Executive further represents , local, or municipal fair employment statutes or laws; and warrants that he has been given at least 21 days any other law, rule, regulation or ordinance pertaining to review employment, terms 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 conditions of this Agreement. Each party specifically represents that it employment, or he has had a full and fair opportunity to consult with counsel termination 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 This 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 by the Executive as a consequence of his employment with the Executivealso includes, whether such rights arise without limitation, all Claims arising 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 's employee benefit plans, against all liability plans and loss suffered and expenses reasonably incurred by such personprograms now in effect or hereafter adopted.

Mutual Release. The A. Except for (i) those obligations created by or arising out of this Transition Agreement, (ii) Executive's existing benefits under the Xxxxx Instruments Corp. 1997 Stock Incentive Plan, for as amended (which benefits shall remain in effect as specified in Section II hereof), and (iii) the obligations of the Company in favor of Executive under the Company's Certificate of Incorporation, Bylaws or pursuant to that certain Indemnity Agreement, dated March 1, 1998, between Executive and the Company (the "Indemnity Agreement"), Executive on behalf of himself, his 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, includinghereby covenants not to xxx and fully releases and discharges the Company, without limitationand its parents, his counsel (all subsidiaries and affiliates, past and present, and each of whom are them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and 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 Company 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, contracts, 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 Releaserwhich he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against said Company Releasees, arising out of or in any way connected with his service as an officer, director, or employee of any of the Company Releasees, his separation from his position as an officer, director, and employee of any of the Company Releasees, or any person acting under other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Company 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 execution this Transition Agreement including, without limiting the generality of this Agreement, including but not limited tothe foregoing, 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 , the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act, or any claim for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pensionseverance pay, retirementbonus, profit sharingsick leave, holiday pay, vacation pay, life insurance, health and welfare or stock option, medical insurance 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 Agreementfringe benefit, this release shall not waive workers' compensation 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 persondisability.