Common use of General Release Clause in Contracts

General Release. Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.

General Release. Executive(a) For and in consideration of the payments to be made and the promises set forth under this Agreement and the Employment Agreement, on behalf of Executive I, for myself and Executive’s for my heirs, dependents, executors, administrators, successors trustees, legal representatives and assignsassigns (collectively referred to as "Releasors"), hereby voluntarilyforever release, unconditionallywaive and discharge the Company, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiariesemployee benefit and/or pension plans or funds, portfolio companies and investments, and each of their predecessorsinsurers, successors and assigns, and each all of its or their respective past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, directorsfiduciaries, agents, attorneys, insurers, benefit plans, benefit plan administrators, representatives and all assigns, whether acting on behalf of the Company or its affiliates or in their predecessorsindividual capacities (collectively referred to as "Releasees"), successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and demands, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages fees and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilitieskind whatsoever, in each case, whether known or unknown, suspected which Releasors ever had, now have, or unsuspected hereafter may claim to have against Releasees by reason of any nature whatsoever (collectivelyactual or alleged act, “Claims”) (i) arising on omission, transaction, practice, policy, procedure, conduct, occurrence, or prior other matter up to and including the date upon which Executive signs of my execution of this Agreement Settlement, Waiver and (ii) arising from General Release, in connection with, or in any way related to Executive’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of employment with any of the Released Partiesforegoing with the Company. (b) Without limiting the generality of the foregoing, in each casethis Settlement, that Executive Waiver and General Release is intended to and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now hashave, or may hereafter claim to have against any Released Party (the “Released Claims”), Releasees including, but not limited to, (xi) any Claims claim of discrimination or retaliation under the Federal Age Discrimination in Employment Act ("ADEA"), Title VII of 1967the Civil Rights Act, as amendedthe Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 ("ERISA") or the Family and Medical Leave Act; (ii) any claim under the Tennessee Anti-Discrimination Act, the Tennessee Equal Pay Act the Tennessee Handicap Discrimination Law and the applicable rules and regulations promulgated thereunder Smokers' Right Law; (“ADEA”) and (yiii) any other claim (whether based on federal, state, state or local or other law, regulationstatutory or decisional) relating to or arising out of my employment, ordinancethe terms and conditions of such employment the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, constitutional provisionsincluding, executive order but not limited to breach of contract (express or other source of lawimplied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; providedand (iv) any claim for attorney's fees, howevercosts, disbursements and the like. (c) Except as provided herein, I agree that the Released Claims I will not include (A) the obligations of the Company under this Agreement from any source or the obligation of the Company to pay the Severance Benefitsproceeding, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s seek or accept any of its affiliate’s governing documents award or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including settlement with respect to any claims made claim or threatened against Executive right covered by Section 3(a) or (b) above, including, without limitation, any source or proceeding involving any person or entity, the United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as provided herein or as otherwise required by law, I further agree that I will not, at any time hereafter, commence, maintain, prosecute, participate in Executive’s capacity as a directorparty, managerpermit to be filed by any other person on my behalf (to the extent it is within my control or permitted by law), or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any action or proceeding of any kind, judicial or administrative (on my own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the date of my execution of this Settlement, Waiver and General Release which I released pursuant to Section 3(a) or (b) above. I further represent that, as of the date I sign this Settlement, Waiver and General Release, I have not taken any action encompassed by this Section 3(c). If, notwithstanding the foregoing promises, I violate this Section 3(c), I will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and reasonable attorneys' fees, costs, disbursements and the like and other reasonable expenses which result from, or are incident to, such violation. Notwithstanding anything herein to the contrary, this Section 3(c) shall not apply to any claims that I may have under the ADEA and shall not apply to the portion of the release provided for in Section 3(a) or (b) relating to the ADEA. (d) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification or contribution to which I was entitled immediately prior to the Termination Date under the Company's By-laws, the Company's Certificate of Incorporation or otherwise with regard to my service as an officer or employee director of the Company or any (including, without limitation, under Section 11 of its affiliates or the Employment Agreement); (ii) my rights as an administrator a stockholder (other than the right to sue, which is released); (iii) my rights under any of its tax-qualified pensxxx plan or claims for accrued vested benefits any other employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current program, policy or former shareholder of arrangement maintained by the Company or any under COBRA; or (iv) my rights under the provisions of its affiliatesthe Employment Agreement which are intended to survive termination of employment. (e) I acknowledge and agree that this Settlement, Waiver and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction General Release constitutes a voluntary waiver of any and all Released Claimsrights and claims I may have as of this date, including rights or claims arising under the ADEA. The provision of such payments will not be deemed an admission of liability I have waived rights or wrongdoing by any claims pursuant to this Settlement, Waiver and General Release in exchange for consideration and one-eighth of the Released Partiesconsideration paid to me is attributable to this ADEA portion of the Settlement, Waiver and General Release. Notwithstanding I have been advised that I may consult with the foregoingattorney of my choosing concerning this Settlement, nothing Waiver and General Release prior to executing it. I also have been allowed a period of at least 21 days to consider the terms of this Settlement, Waiver and General Release, and in the event I decide to execute this Agreement in fewer than 21 days, I have done so with the express understanding that I have been given and declined the opportunity to consider this Settlement, Waiver and General Release for a full 21 days. I also understand that I may revoke the release contained in this Agreement Paragraph only (regarding claims under the ADEA), at any time during the seven days following the date of execution of this Agreement, and the release contained in this Paragraph only shall prohibit Executive from confidentially not become effective or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawenforceable until such revocation period has expired.

General Release. ExecutiveFor a valuable consideration, on behalf the receipt and adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, unconditionally, irrevocably and absolutely releases release and forever discharges discharge the Company “Releasees” hereunder, consisting of Corphousing Group Inc. (the “Company”), and its pastsubsidiaries, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and successors, heirs, assigns, and each of their respective officers, employeesagents, directors, agentsofficers, attorneysExecutives, shareholders, representatives, lawyers, insurers, benefit plans, benefit plan administrators, and all persons acting by, through, under or in concert with them, or any of their predecessorsthem, successors of and assigns (collectively, the “Released Parties”) from any and all claimsmanner of action or actions, actions and cause or causes of action, rightsin law or in equity, obligationssuits, debts, liens, contracts, agreements, promises, liability, claims, demands, debts, promises, damages, liabilitieslosses, suitscosts, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ feesfees or expenses, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected fixed or unsuspected of any nature whatsoever contingent (collectively, hereinafter called “Claims”) (i) arising on or prior to ), which the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, undersigned now has, has or may hereafter have against the Releasees, or any Released Party (of them, by reason of any matter, cause, or thing whatsoever from the “Released Claims”)beginning of time to the date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited toto attorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (x) or any Claims related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the Federal Age Discrimination retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in Employment Act violation of 1967Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and the applicable rules all other state and local statutes, ordinances, executive orders and regulations promulgated thereunder (“ADEA”) and (y) any other federalgoverning employment or prohibiting discrimination or retaliation upon the basis of age, staterace, local sex, national origin, religion, disability or other lawunlawful factor. Notwithstanding the generality of the foregoing, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will released shall not include (Ai) any claim or right to vested Executive welfare or retirement benefits, (ii) the obligations undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Company Equity Agreements; (iii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and any claim for indemnification under this Agreement California Labor Code Sections 2800 or the obligation of 2802, the Company to pay the Severance Benefitsand/or its parents, subsidiaries or affiliate’s bylaws, articles or insurance policies, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (Civ) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect rights the undersigned may have to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of be indemnified by the Company or any of its affiliates by operation of law or as an administrator under any of its employee benefit plans, (D) any Claim pursuant to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder the organizational agreements of the Company or any of and/or its affiliates, and ; or (Fv) the undersigned’s right to any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments amount owing to be provided by the Company undersigned pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any Section 4 of the Released PartiesEmployment Agreement dated as of _______________________, 2022, by and between the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. Notwithstanding the foregoingTHE UNDERSIGNED, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federalBEING AWARE OF SAID LAWS, stateHEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, local or other governmental agency or regulatory entityAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. ExecutiveIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), on behalf as applicable of Executive and Executive’s heirsthe Employment Agreement, executors, administrators, successors and assigns, hereby voluntarily, Employee agrees to unconditionally, irrevocably and absolutely releases irrevocably, and forever discharges fully release, waive, and discharge the Company Bank and its the Company, and each and all of their past, present present, and future parentsparent companies, subsidiaries, related entities, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and successors, assigns, and each of their respective officers, directors, managers, employees, directorsmembers, agentsshareholders, owners, representatives, attorneys, insurers, benefit plans, benefit plan administratorsreinsurers, and all agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of their any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors successors, and assigns assigns) (collectively, collectively the “Released Parties”) from and against any and all claims, actions and actions, causes of action, rightssuits, demands, contracts, agreements, obligations, demandslosses, debtscompensation, promiseswages, damagespenalties, liabilities, suitsrights, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary and damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any kind or nature whatsoever in law and in equity and any other liabilitieswhatsoever, in each case, whether known or unknown, suspected foreseen or unsuspected unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any nature whatsoever (collectivelyfact, “Claims”) (i) arising on matter, injury, incident, circumstance, cause or prior thing whatsoever, from the beginning of time up to and including the date upon which Executive signs of Employee’s execution of this Agreement and (ii) Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to ExecutiveEmployee’s employment with the Bank or the Company, the termination of employment with any that employment, or an alleged breach of the Released PartiesEmployment Agreement. This General Release specifically includes, in each casebut is not limited to, that Executive ever hadany claim for discrimination or violation of any statutes, now hasrules, regulations or may hereafter have against any Released Party (the “Released Claims”)ordinances, whether federal, state or local, including, but not limited to, (x) any Claims under Title VII of the Federal Civil Rights Act, the Age Discrimination in Employment Act Act, the Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the provisions and protections of 1967Section 1542 of the California Civil Code, as amendedwhich reads: This General Release covers not only any and all claims by Employee against the Bank and the Company, and the other persons and entities released in this General Release, but, to the extent permitted by applicable rules and regulations promulgated thereunder (“ADEA”) and (y) law, it also covers any claim for damages or reinstatement asserted on Employee’s behalf by any other federalperson or entity, stateincluding, local without limitation, any government agency, and Employee expressly waives the right to any such damages or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will reinstatement. This General Release does not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot lawfully be waived or released by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawEmployee.

General Release. Executive, Employee for himself or herself and on behalf of Executive and ExecutiveEmployee’s attorneys, heirs, assigns, successors, executors, and administrators, each in their capacity as such, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, hereby voluntarilyeach in their capacity as such, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions claims and causes of actionaction whatsoever, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected unknown or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executivewhether connected with Employee’s employment by Company or termination of employment with any of the Released Partiesnot, in each case, that Executive ever had, now haswhich may have arisen, or which may hereafter have against any Released Party (arise, prior to, or at the “Released Claims”)time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (x) any Claims whether intentional or released in this agreement), or under Title VII of the Federal Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967Act, as amendedthe Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) Older Workers Benefit Protection Act, or any other federalmunicipal, local, state, local or other federal law, regulationcommon or statutory, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company but excluding any claims with respect to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive obligations under the Employment Agreement or any other agreement providing for indemnification rightsAgreement, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim relating to vested benefits under any Company employee benefit plan (including without limitation any such plan subject to the Employee Retirement Income Security Act of 1974, as amended) and any claims which Employee cannot release as a matter of applicable law. Furthermore, neither this Agreement nor the Employment Agreement shall apply to, modify or equity incentive plan, in any way supersede obligations arising from any of (Ei) the terms of directors and officers insurance or (ii) any Claim Executive may have indemnification agreement for the benefit of the Employee as a current result of the Employee’s position as a director or former shareholder officer of the Company or any one of its affiliates. Notwithstanding anything to the contrary in this Agreement, and this Agreement does not waive any claims or rights: (Fa) any Claims that may arise after the date on which you sign this Agreement, including the right to enforce this Agreement; (b) that cannot be waived by private agreement under applicable released as a matter of law. Executive further agrees that any payments , including your rights to COBRA, workers compensation, and unemployment insurance (the application for which shall not be provided contested by the Company pursuant Company); and/or (c) to this Agreement will be in full satisfaction of accrued, vested benefits under any and all Released Claims. The provision of such payments will not be deemed an admission of liability employee benefit, stock, savings, insurance, or wrongdoing by any pension plan of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCompany.

General Release. Executive, on behalf of Executive for himself and Executive’s for his heirs, executors, administrators, successors successors, and assigns, does hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally waive, release and forever discharges the Company discharge, Company, its past and its pastpresent parents, present and future parentssubsidiaries, affiliates, subsidiariesdivisions, portfolio companies and investments, and each of their predecessors, successors successors, and assigns, and each of its and their respective current and former employees, officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, directors and all of their predecessors, successors and assigns agents (collectively, the “Released Parties”) ), from any and all past or present claims, actions and demands, causes of action, rightslawsuits, grievances, obligations, demands, debts, promises, damages, liabilitiesexpenses, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or and liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatever kind or nature, known or unknown, suspected or unsuspected of any nature whatsoever unknown (collectively, all hereinafter referred to as “Claims”) (i) arising on or prior to the date upon ), which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive he ever had, now has, or may hereafter claim to have had, against the Released Parties or any Released Party of them based on any events, facts or circumstances arising at any time on or before the date of this Agreement, including but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, officers, directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any such individual is or was an employee, officer, director or agent of Company, or is or was serving at the request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the “Released ClaimsClaim Limitation Caveat”), including. Executive agrees that this general release of Claims includes, but is not limited to, (xa) claims of race, age, gender, sexual orientation, religious or national origin discrimination or any Claims other legally protected status under Title VII of the Federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder amended (“ADEA”) ); and (y) under any other federal, statestate or local laws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act; the California Fair Employment and Housing Act; the California Labor Code; the California Family Rights Act, the California Industrial Welfare Commission Wage Orders; the California Constitution; and the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other lawbenefits; (j) claims based on any public policy violation or on any tort, regulationsuch as invasion of privacy, ordinancesexual harassment, constitutional provisionsdefamation, executive order fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the Board of Directors or other source actions taken by the directors on the Board of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s Directors or any of its affiliate’s governing documents or them as otherwise agreed with directors. Execution of this Agreement by Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity operates as a director, manager, officer or employee of complete bar and defense against any and all Claims that may be made by Executive against the Company Released Parties or any of its affiliates or as an administrator under any of its employee benefit plansthem, (D) any subject to the Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Limitation Caveat. Executive may have as a current or former shareholder of expressly understands that among the Company or any of its affiliates, various claims and (F) any Claims that cannot be rights being waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit are those arising under the ADEA, and in that regard Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawspecifically acknowledges that Executive has read and understands the provisions of Section 9 below before signing this Agreement.

General Release. The Executive, on behalf of Executive himself and Executive’s heirsanyone claiming through him, executorshereby agrees not to sxx the Company or any of its divisions, subsidiaries, affiliates or other related entities (whether or not such entities are wholly owned) or any of the past, present or future directors, officers, administrators, successors and assignstrustees, hereby voluntarilyfiduciaries, unconditionallyemployees, irrevocably and absolutely releases and forever discharges agents or attorneys of the Company and its pastor any of such other entities, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their or the predecessors, successors and assigns, and each or assigns of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all any of their predecessors, successors and assigns them (collectively, hereinafter referred to as the “Released Parties”) ), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all claims, actions and causes of action, rightslawsuits, obligations, demandsliabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages judgments and any other damages, claims for costs and attorneys’ fees, losses or liabilities demands of any nature whatsoever whatsoever, in law or in equity, both known and in equity and any other liabilities, in each case, known or unknown, suspected asserted or unsuspected not asserted, foreseen or unforeseen, which the Executive ever had or may presently have against any of any nature whatsoever (collectively, “Claims”) (i) the Released Parties arising on or prior from the beginning of time up to and including the date upon on which Executive signs this Agreement and (ii) arising from or is executed, including, without limitation, all matters in any way related to the Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of by the Company or any of its affiliates affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or as an administrator under any cessation of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Executive’s employment with the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of including, without limitation, any and all Released Claims. The provision claims arising under the Civil Rights Act of such payments will not be deemed an admission 1964, as amended, the Civil Rights Act of liability 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the Illinois Human Rights Act, the Chicago or wrongdoing by Cxxx County Human Rights Ordinance or any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Section 9 shall apply to, or release the Company from, any obligation of the Company (i) contained in this Agreement or in any benefit plan of the Company in which the Executive participates or (ii) to indemnify the Executive pursuant to the Company’s certificate of incorporation or by-laws. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other governmental agency Released Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or regulatory entityother obligation of any kind to the Executive, participating in a governmental agency including any obligation for any costs, expenses or regulatory investigation attorneys’ fees incurred by or giving truthful testimony on behalf of the Executive. The Executive agrees that he has no present or future right to a governmental agency employment with the Company or regulatory entity if properly subpoenaed any of the other Released Parties and that he will not apply for or otherwise required to do so under applicable lawseek employment with any of them.

General Release. Executive(a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of Executive myself and Executive’s my family, agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and assignsassigns (the “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally (i) represent and forever discharges warrant that I have received in a timely manner full and complete payment of all amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its past, respective past and/or present and future parentssubsidiaries, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, directorsagents or other representatives, agentsand employee benefit plans of the Company or its affiliates, attorneysincluding, insurersbut not limited to, benefit trustees and administrators of these plans, benefit plan administratorsin each case, and all of in their predecessors, successors and assigns individual and/or representative capacities (collectively, the “Released PartiesReleasees”) from any and all claims, actions and contractual or otherwise, demands, costs, rights, causes of action, rightscharges, debts, liens, promises, obligations, demandscomplaints, debtslosses, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damagesall liability of whatever kind and nature, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected and hereby waive any and all rights that I, he, she or unsuspected it may have, from the beginning of any nature whatsoever (collectivelytime up to and including the time of signing this Release Agreement, “Claims”) (i) arising on in respect of my employment or prior to separation from employment with the date upon which Executive signs this Agreement and (ii) arising from Company, or is in any way connected with or related to Executive’s employment any applicable compensatory or termination of employment with any of the Released Partiesbenefit plan, in each caseprogram, that Executive ever had, now has, policy or may hereafter have against any Released Party (the “Released Claims”)arrangement, including, but not limited to, (x) any Claims claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Federal Age Discrimination in Employment Act Company and any of 1967its affiliates and myself, now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as amended, well as all claims for counsel fees and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of lawcosts; provided, however, provided that the Released Claims will such released claims shall not include (A) the any claims to enforce my rights under, or with respect to, any post-termination obligations of the Company under this Agreement or the obligation of expressly undertaken by the Company to pay the Severance Benefits, (B) the obligations of under my employment agreement with the Company to continue to provide indemnification to Executive as provided in (including vested accrued benefits and compensation under the Company’s or any of its affiliate’s governing documents or employee benefit plans and arrangements as otherwise agreed with Executive under set forth in Section 9 to the Employment Agreement or any other agreement providing for indemnification rightsAgreement), (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity rights as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company and rights to indemnification and liability insurance coverage. (b) The Releasors agree not to bring any action, suit or any proceeding whatsoever (including the initiation of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction governmental proceedings or investigations of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by type) against any of the Released PartiesReleasees hereto for any matter or circumstance concerning which the Releasors have released the Releasees under this Release Agreement. Notwithstanding Further, the foregoingReleasors agree not to encourage any other person or suggest to any other person that he, nothing she or it institute any legal action against the Releasees, and I hereby declare, confirm and undertake that, if the Releasors or anyone else in their name should deliver a claim as mentioned above, I shall reimburse the Releasees and anyone else on their behalf to the full extent of the sum of the legal expenses and legal fees incurred by them as a result of any such claim; and in the event that Releasors prevail in such legal action, then the Releasees shall reimburse such sum to Me or the Releasors. The Releasors hereby agree to waive the right to any relief (monetary or otherwise) in any action, suit or proceeding I may bring in violation of this Release Agreement. (c) This Release Agreement shall prohibit Executive from confidentially or otherwise communicating or filing constitute a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawdismissal and compromise notice for the purposes of Section 29 of the Severance Pay Law 5713-1963.

General Release. ExecutiveIn consideration of the promises of the Company set forth in the Agreement, which includes compensation to which I would not otherwise be entitled, I, on behalf of Executive myself, and Executive’s my heirs, executors, administrators, successors and successors, assigns, dependents, descendants and attorneys hereby knowingly, voluntarily, unconditionally, irrevocably and absolutely releases willingly fully and forever discharges release, discharge, and covenant not to sxx the Company and its pastdirect and indirect parents, present and future parentssubsidiaries, affiliates, subsidiariesand related companies, portfolio companies past and investmentspresent, and as well as each of its and their predecessorsdirectors, successors and assigns, and each of their respective officers, employees, directorsagents of the foregoing, agentsrepresentatives, attorneysadvisers, trustees, insurers, benefit plansassigns, benefit plan administratorssuccessors, and all of their predecessorsagents, successors past and assigns present (collectively, hereinafter referred to as the “"Released Parties”) from "), of, from, and with respect to any and all claimsclaim, actions and causes duty, obligation, or cause of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and action relating to any other damages, claims for costs and attorneys’ fees, losses or liabilities matters of any nature whatsoever in law and in equity and any other liabilitieskind, in each case, whether presently known or unknown, suspected or unsuspected unsuspected, that any of them may possess arising from any nature whatsoever (collectivelyomissions, “Claims”) (i) arising on acts, or prior to facts that have occurred up until and including the date upon which Executive signs of this Agreement Release of Claims including: · any and (ii) all claims relating to or arising from or in any way related to Executive’s my employment or relationship with the Company and the termination of employment either such relationship; · any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; · any and all claims arising under the Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866 and 1867, Title VII of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Civil Rights Act of 19671964, as amended, the Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Fair Labor Standards Act, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) National Labor Relations Act, as amended, any other federalfederal or state anti-discrimination law, state, or any local or other law, regulation, ordinance, constitutional provisions, executive order municipal ordinance relating to discrimination in employment or other source of human rights and the common law; provided· any and all claims for salary, howeverbonus, that the Released Claims will not include (A) the obligations of the Company under this Agreement severance pay, pension, paid time off pay, life insurance, health or the obligation of the Company to pay the Severance Benefitsmedical insurance, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing fringe benefits, other than the payments and benefits provided for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of Agreement; · any and all Released Claims. The provision claims arising out of such payments will not be deemed an admission of liability any other laws and regulations relating to employment or wrongdoing by employment discrimination; and · any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawand all claims for attorneys' fees and costs.

General Release. In consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the Executive, on behalf with the intention of binding the Executive and the Executive’s heirs, executors, administrators, successors administrators and assigns, does hereby voluntarilyrelease, unconditionallyremise, irrevocably and absolutely releases acquit and forever discharges discharge the Company Corporation, the Employer and its past, present and future the parents, affiliates, subsidiaries, portfolio companies subsidiaries and investments, and affiliates of each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns them (collectively, the “Corporation Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Corporation Released Parties”) ), of and from any and all claims, actions and actions, causes of action, rightscomplaints, obligationscharges, demands, debts, promisesrights, damages, liabilitiesdebts, sums of money, accounts, financial obligations, suits, controversiesexpenses, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or fees and liabilities of any whatever kind or nature whatsoever in law law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and in equity and any other liabilitieswhether now known, in each case, known or unknown, suspected or unsuspected which the Executive, individually or as a member of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever hada class, now has, owns or may hereafter have holds, or has at any time heretofore had, owned or held, against any Corporation Released Party (an “Action”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“Released ClaimsERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (x) any Claims under “Title VII”), the Federal Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”), excepting only: (a) rights of the Executive under this Waiver and Release of Claims and under the Agreement; (yb) any other federal, state, local or other rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (Aii) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement by-laws or certificate of incorporation of any other agreement providing for indemnification rights, Corporation Released Party or (Ciii) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator insured under any of its employee benefit plans, director’s and officer’s liability insurance policy now or previously in force; (De) any Claim to vested claims (i) for benefits under any Company health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder arrangement of the Company or any of its affiliates, Corporation Affiliated Group and (Fii) any Claims that cannot be waived by private agreement under for earned but unused vacation pay through the date of termination in accordance with applicable law. Executive further agrees that any payments policy of the Corporation Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to be provided by the Company date of termination pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any applicable policy of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCorporation Affiliated Group.

General Release. 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, on behalf of Executive for himself, and Executive’s his heirs, executors, administrators, successors and assigns, does hereby voluntarilyrelease, unconditionallyforever discharge and promise not to xxx Employer, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessorsaffiliates, successors and assigns, and each of their respective its past and present officers, directors, partners, employees, directorsmembers, managers, shareholders, agents, attorneys, accountants, insurers, benefit plansheirs, benefit plan administrators, and all of their predecessors, successors and assigns executors (collectively, collectively the “Released Parties”) from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suitscosts, controversiesexpenses, judgments, attorney fees, actions, crossclaimsknown and unknown, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages of every kind and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilitiesor equity, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against the Released Parties relating in any way to Executive’s employment with Employer 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 the Released Party Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Employer from any obligations set forth in this 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 Employer and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (the “Released Claims”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, (x) any Claims claims arising under the Federal Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities 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, the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA) as well as any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) fair dealing; 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 employment, contract or tort laws; claims arising under any other federalfederal law, statestate law, municipal law, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of common law; providedany claims arising out of any employment contract, however, that the Released Claims will not include (A) the obligations policy or procedure; and any other claims related to or arising out of the Company under this Agreement his employment or the obligation separation of the Company his employment with Employer. In addition, Executive agrees not to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s cause or encourage any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments legal proceeding to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability maintained or wrongdoing by instituted against any of the Released Parties. Notwithstanding 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 foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a right to file an administrative charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating participate in a governmental agency or regulatory an administrative investigation or giving truthful testimony proceeding; provided, however that Executive disclaims and waives any right to a governmental agency share or regulatory entity if properly subpoenaed participate in any monetary award resulting from the prosecution of such charge or otherwise required to do so under applicable lawinvestigation or proceeding.

General Release. ExecutiveIn consideration of the payments and benefits under this Agreement, on behalf with the intention of binding the Executive and the Executive’s heirs, executors, administrators, successors administrators and assigns, the Executive does hereby voluntarilyrelease, unconditionallyremise, irrevocably and absolutely releases acquit and forever discharges discharge the Company and each of its pastAffiliates (the “Company Affiliated Group”), and in their capacity as such, their present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective former officers, employeesdirectors, directorsexecutives, agents, attorneys, insurers, benefit plans, benefit plan administratorsemployees and employee benefits plans (and the fiduciaries thereof), and all of their predecessorsthe successors, successors predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”) ), of and from any and all claims, actions and actions, causes of action, rightscomplaints, obligationscharges, demands, debts, promisesrights, damages, liabilitiesdebts, sums of money, accounts, financial obligations, suits, controversiesexpenses, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or fees and liabilities of any whatever kind or nature whatsoever in law law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and in equity and any other liabilities, in each case, whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any nature whatsoever (collectivelytime heretofore had, “Claims”) owned or held, against any of the Company Released Parties in any capacity, including, without limitation, any and all claims (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from out of or in any way related to connected with the Executive’s employment service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, and (iv) for any violation of applicable state and local labor and employment with laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party 1974 (the “Released ClaimsERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (x) any Claims under “Title VII”), the Federal Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws excepting only: (i) and rights of the Executive under this Agreement; (yii) any other federal, state, local or other rights of the Executive relating to equity awards held by the Executive as of the Termination Date; (iii) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include ; (iv) claims (A) the obligations of the Company for benefits under this Agreement or the obligation of the Company to pay the Severance Benefitsany health, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsdisability, (C) any Claim under directors’ and officers’ retirement, deferred compensation, life insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company similar employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder arrangement of the Company or any of its affiliates, Affiliated Group and (FB) any Claims that cannot be waived by private agreement under for earned but unused vacation pay through the Termination Date in accordance with applicable law. Executive further agrees that any payments Company policy; and (v) claims for the reimbursement of unreimbursed business expenses incurred prior to be provided by the Company Termination Date pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCompany policy.

General Release. ExecutiveAs a material inducement to the Company to enter into this Agreement and to provide the Severance Payment, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, Employee hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally releases, waives and forever discharges the Company and its pasteach and all of the Company’s owners, present and future parentsstockholders, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and successors, assigns, and each of their respective agents, directors, officers, employees, directorsformer employees, agentsrepresentatives, attorneys, insurersaccountants, benefit plans, insurers, parent companies, divisions, subsidiaries, affiliates (and owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, accountants, benefit plan administratorsplans and insurers of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, or under or in concert with any of their predecessors, successors and assigns them (collectively, the collectively “Released PartiesReleasees”) from any and all individual, class, and/or representative claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages complaints and any other damages, claims for costs and attorneys’ liabilities (including but not limited to attorney’s fees, losses or liabilities ) of any nature whatsoever in law and in equity and any other liabilitieskind whatsoever, in each case, whether now known or unknown, suspected or unsuspected claimed, which Employee has or may claim to have against any Releasee relating to or arising out of any nature whatsoever (collectively, “Claims”) (i) arising matter or thing which occurred on or prior to the date upon which Executive signs of execution of this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”)Agreement, including, without limitation, any and all individual, class, and/or representative claims arising out of or relating to Employee’s employment with the Company and/or Employee’s employment separation. The released, waived, and discharged claims also include, but are not limited toto individual, (x) class and/or representative claims of any Claims kind for unfair competition, wrongful discharge, constructive discharge, defamation, invasion of privacy, infliction of emotional distress, misrepresentation or fraudulent inducement, breach of any express or implied contract, claims arising under any Company handbook, manual, policy, or practice, any other claims for severance pay, attorney’s fees and costs, expenses, bonuses, back pay, future wage loss, and front pay, claims for wages, overtime, compensation, commissions, bonuses, or pay of any kind purportedly due to Employee for work performed during any and all periods of time prior to the Federal Age Discrimination in Employment Act date of 1967this Agreement, as amendedwell as all associated liquidated damages, premiums, penalties, and the applicable rules interest, whether such claims are known or unknown, under any theory of law, including state law and regulations promulgated thereunder (“ADEA”) federal law, claims for benefits under any employee benefit plan or program, claims for a breach of an implied covenant of good faith and (y) fair dealing, claims for interference with contract, negligence, or claims under any other federal, state, municipal, or local insurance, human rights, civil rights, wage-hour, pension, or other labor laws, rules or regulations, public policy, contract or tort laws, or any claim of retaliation under such laws, or any claim arising under common law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that under the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s constitution or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement amendments thereto, or any other agreement providing for indemnification rights, (Cclaim which could be asserted against the Releasee(s) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including which arise out of the Employee’s employment relationship with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any the termination of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawemployment relationship.

General Release. Executive(a) I acknowledge that my employment with Novanta Inc. (f/k/a GSI Group Inc.) (the “Company”) and all subsidiaries and affiliates thereof terminated on . I further acknowledge that the Company delivered this Release of Claims (the “Release”) to me on . (b) In exchange for the payments and benefits described in that certain Employment Agreement by and between the Company and me (the “Employment Agreement”), on behalf which I agree I am not otherwise entitled to receive absent execution and non-revocation of Executive the Release, I and Executive’s my representatives, agents, estate, heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably assigns (“Releasors”) voluntarily agree to release and absolutely releases and forever discharges discharge the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and successors, assigns, plan sponsors and each of their respective plan fiduciaries (and the current and former trustees, officers, directors, employees, directorsand agents of each of the foregoing, agentsall both individually, attorneys, insurers, benefit plans, benefit plan administrators, in their capacity acting on the Company’s behalf and all of in their predecessors, successors and assigns official capacities) (collectively, the collectively “Released PartiesReleasees”) generally from any and all claims, actions and causes of actiondemands, rightsactions, obligationssuits, demandsdamages, debts, promisesjudgments and liabilities of every name and nature, damageswhether existing or contingent, liabilitiesknown or unknown, suitssuspected or unsuspected, controversiesin law or in equity in connection with my employment by or termination of employment with the Company, actionsor any of my dealings, crossclaimstransactions or events involving the Releasees, counterclaimsarising on or before the date of this Release. This Release is intended by me to be all encompassing and to act as a full and total release of any claims that the Releasors may have or have had against the Releasees from the beginning of time to the date of this Release, including but not limited to all claims in contract (whether written or oral, express or implied), tort, equity and common law; any claims for wrongful discharge, breach of contract, or breach of the obligation of good faith and fair dealing; and/or any claims under any local, state or federal constitution, statute, law, ordinance, bylaw, or regulation dealing with either employment, employment discrimination, retaliation, mass layoffs, plant closings, and/or employment benefits and/or those laws, statutes or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry, handicap or disability, veteran status or any military service or application for military service or any other category protected by law (including, without limitation, claims under the Massachusetts Fair Employment Practices Act (Mass. Gen. Laws ch. 151B, §§1-10) and the Massachusetts Wage Act (Mass. Gen. Laws ch. 149, §§ 148-150)); and any federal, state or local law or regulation concerning securities, stock, stock options or restricted or performance stock units. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory damages, liquidated damages, punitive damages or exemplary damages attorney’s fees. I also agree not to commence or cooperate in the prosecution or investigation of any lawsuit, administrative action or other claim or complaint against the Releasees, except as required by law. (c) By this Release, I not only release and discharge the Releasees from any and all claims as stated above that the Releasors could make on my own behalf or on the behalf of others, but also those claims that might be made by any other damagesperson or organization on my behalf and I specifically waive any right to recover any damage awards as a member of any class in a case in which any claims against the Releasees are made involving any matters arising out of my employment by or termination of employment with the Company, claims or any of my dealings, transactions or events involving the Releasees (d) I agree that, except for costs any payments or benefits set forth in Section 5 of the Employment Agreement that have not yet been paid, as applicable, the payments and attorneys’ feesbenefits the Company previously provided to me are complete payment, losses or settlement, accord and satisfaction with respect to all obligations and liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior the Releasees to the date upon which Executive signs this Agreement Releasors, and (ii) arising from or in any way related with respect to Executive’s all claims, causes of action and damages that could be asserted by the Releasors against the Releasees regarding my employment or termination of employment with the Company, or any of my dealings, transactions or events involving the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”)Releasees, including, but not limited towithout limitation, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967all claims for wages, as amendedsalary, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federalcommissions, statedraws, local car allowances, incentive pay, bonuses, business expenses, vacation, stock, stock options, restricted or performance stock units, severance pay, attorneys’ fees, compensatory damages, exemplary damages, or other lawcompensation, regulationbenefits, ordinancecosts or sums. Notwithstanding anything in this Release to the contrary, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will this Release shall not include affect and I do not waive: (i) rights to indemnification I may have under: (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefitsapplicable law, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s any charter document or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsbylaws, (C) any Claim agreement between me and the Company or any other Releasee, (D) as an insured under any directors’ and officers’ liability insurance policy now or other fiduciary or liability coveragepreviously in force, including with respect (ii) any right I may have to any claims made or threatened obtain contribution in the event of the entry of judgment against Executive in Executive’s capacity me as a director, manager, officer result of any act or employee of the Company or failure act for which both I and any of its affiliates or as an administrator under any of its employee benefit plans, Releasee are jointly responsible; and (Diii) any Claim my rights to vested benefits and payments under any Company employee stock options, restricted or performance stock units or other incentive plans or any agreements relating thereto or under any retirement plan, welfare benefit plan or equity incentive other benefit or deferred compensation plan, (E) any Claim Executive may have all of which shall remain in effect in accordance with the terms and provisions thereof, or my rights as a current stockholder or former shareholder equity holder of the Company or any of its affiliates, Company. (e) I understand and (F) any Claims agree that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement Release will be in full satisfaction of binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any and all Released Claims. The provision of such payments will not be deemed an admission of liability claims or wrongdoing by filed or initiated any legal proceedings against any of the Released Parties. Releasees. (f) I acknowledge and agree that if any provision of this Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Release shall continue in full force and effect. (g) This Release is deemed made and entered into in the Commonwealth of Massachusetts, and in all respects shall be interpreted, enforced and governed under the internal laws of the Commonwealth of Massachusetts, to the extent not preempted by federal law. (h) Notwithstanding the foregoingcomprehensive release of claims set forth in the preceding paragraphs of this Section 1, nothing in this Agreement Release shall bar or prohibit Executive me from confidentially contacting, seeking assistance from or otherwise communicating participating in any proceeding before any federal or filing a charge or complaint with a state administrative agency to the extent permitted by applicable federal, statestate and/or local law. However, local or other governmental I nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any agency or regulatory entity, participating proceeding in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to which I do so under applicable lawparticipate.

General Release. ExecutiveSECTION 6.1 In consideration of, among other things, the Directing Noteholders’ execution and delivery of this Forbearance Agreement, each of the Company Parties, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company itself and its pastagents, present and future parentsrepresentatives, affiliatesofficers, directors, advisors, employees, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsaffiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all claimsclaims (including, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actionswithout limitation, crossclaims, counterclaims, compensatory rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, liquidated damagesdemands, punitive agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or exemplary damages claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and any other damageskind, claims for costs that are known and attorneys’ feesnow existing, losses whether arising at law or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, the “Claims”) ), against any or all of the Directing Noteholders and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, that are now known and existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) arising any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among any of the Company Parties, on the one hand, and the Directing Noteholders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof that have occurred prior to the Forbearance Effective Date; provided that the Company Parties do not release the Releasees from their respective obligations and agreements specifically set forth in this Forbearance Agreement. The receipt by any of the Company Parties of any financial accommodations made by the Directing Noteholders after the date hereof shall constitute a ratification, adoption, and confirmation by the Company Parties of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, that are known and now existing prior to the date upon which Executive signs of receipt of any such financial accommodations. SECTION 6.2 In entering into this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released PartiesForbearance Agreement, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliatesParties consulted with, and (F) has been represented by, legal counsel and expressly disclaims any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that reliance on any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability representations, acts or wrongdoing omissions by any of the Released Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. If the any of the Company Parties or any of their successors or assigns or legal representatives violate the provisions of this Section 6.1, the Company Parties, on behalf of themselves and their successors and assigns agree to pay, in addition to any other damages that any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred as a result of such violation. Notwithstanding The provisions of this Section 6.1 shall survive the foregoingtermination of this Forbearance Agreement and the Indenture, nothing the other Note Documents, and payment in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawfull of the Obligations.

General Release. ExecutiveThe Employee, on his own behalf and on behalf of Executive and Executive’s his spouse, child or children (if any), heirs, personal representative, executors, administrators, successors successors, assigns and assignsanyone else claiming through him (the “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges forever discharges the Company Funko, Inc., and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and each of their respective officersall Persons acting by, employeesthrough, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns under or in concert with them (collectively, hereinafter collectively referred to as the “Released Parties”) ), from any and against all liabilities, claims, actions and demands, liens, causes of action, rightscharges, suits, complaints, grievances, contracts, agreements, promises, obligations, demandscosts, debts, promiseslosses, damages, liabilitiesinjuries, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law fees and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever legal responsibilities (collectively, collectively referred to as “Claims”) ), of any form whatsoever (i) arising on whether or prior not relating to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of Employee's employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”Company), including, but not limited to, (x) any Claims claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Federal Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder 1967 (“ADEA”) ), the Sxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and (y) Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any other federal, state, state or local or other lawstatute, regulation, ordinancelaw, constitutional provisionsrule, executive order ordinance or other source of constitution, or common law; provided, howeverwhether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s Employee or any of its affiliate’s governing documents the Releasors now possess or as otherwise agreed with Executive under have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) the Employment Agreement or any other agreement providing for indemnification rights, Agreement; (Cb) any Claim under directors’ and officers’ insurance the Employee’s employment or other fiduciary relationship with any of the Released Parties or liability coverage, including with respect to any claims made or threatened against Executive in Executivethe termination thereof; and (c) the Employee’s capacity status as a director, manager, officer or employee holder of the Company or any securities of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under the foregoingEmployment Agreement with the Company dated October 20, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing 2017, a charge or complaint with a federalsigned copy of which is attached hereto as Exhibit A, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony including but not limited to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawSections 5 and 6 thereof.

General Release. ExecutiveThe Employee, on his own behalf and on behalf of Executive and Executive’s his spouse, child or children (if any), heirs, personal representative, executors, administrators, successors successors, assigns and assignsanyone else claiming through him (the “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges forever discharges the Company Funko, Inc., and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and each of their respective officersall Persons acting by, employeesthrough, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns under or in concert with them (collectively, hereinafter collectively referred to as the “Released Parties”) ), from any and against all liabilities, claims, actions and demands, liens, causes of action, rightscharges, suits, complaints, grievances, contracts, agreements, promises, obligations, demandscosts, debts, promiseslosses, damages, liabilitiesinjuries, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law fees and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever legal responsibilities (collectively, collectively referred to as “Claims”) ), of any form whatsoever (i) arising on whether or prior not relating to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to ExecutiveEmployee’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”Company), including, but not limited to, (x) any Claims claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Federal Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder 1967 (“ADEA”) ), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and (y) Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any other federal, state, state or local or other lawstatute, regulation, ordinancelaw, constitutional provisionsrule, executive order ordinance or other source of constitution, or common law; provided, howeverwhether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s Employee or any of its affiliatethe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) this Agreement; (b) that certain Employment Agreement, dated as of October 20, 2017, by and among the Company and the Employee (the “Employment Agreement”), or Employee’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance employment or other fiduciary relationship with any of the Released Parties or liability coverage, including with respect to any claims made or threatened against Executive in Executivethe termination thereof; and (c) the Employee’s capacity status as a director, manager, officer or employee holder of the Company or any securities of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under the foregoingEmployment Agreement, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony including but not limited to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawSections 5 and 6 thereof.

General Release. ExecutiveFor and in consideration of the Severance Benefits to be made to you under the Employment Agreement, you hereby agree on behalf of Executive yourself, your agents, assignees, attorneys, successors, assigns, heirs and Executive’s executors, to, and you do hereby, fully and completely forever release the Company and its affiliates, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or your heirs, executors, administrators, successors and assignsassigns ever had, hereby voluntarilynow have or may have hereafter against the Releasees or any of them, unconditionallyin law, irrevocably and absolutely releases and forever discharges admiralty or equity, whether known or unknown to you, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring, including, without limitation, in connection with or in relationship to your employment or other service relationship with the Company and or its past, present and future parents, affiliates, subsidiaries, portfolio companies the termination of any such employment or service relationship and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns any applicable employment or compensatory arrangement with the Company or its affiliates (collectively, the “Released PartiesClaims”); provided that such Released Claims shall not include any claims to enforce your rights under, or with respect to, (a) the Severance Benefits, the “Accrued Amounts” (as defined in the Employment Agreement) and any other termination benefits or rights under any separation agreement entered into at the time of your termination of employment, (b) any outstanding equity or equity-type awards, (c) your rights as shareholder, including without limitation your rights under (i) tax receivable agreements, (ii) documents or laws which relate to corporate governance, and/or (iii) documents or laws which are incident to, relate to or arise from your equity ownership in the Company, whether such equity is owned directly or indirectly by you, and (d) indemnification rights and coverage under director and officer liability policies. a. Subject to the limitations stated in paragraph 1 above, the Released Claims include, without limitation, (i) any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any under Title VII of the Released PartiesCivil Rights Act of 1964, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amendedthe Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, and the applicable any and all other federal, state or local laws, statutes, rules and regulations promulgated thereunder pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “ADEAGovernmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (yi) any other in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other law, regulation, ordinance, constitutional provisions, executive order document filed in a lawsuit or other source proceeding, if such filing is made under seal. You understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law; provided, however, that law may disclose the Released Claims will not include (A) trade secret to the obligations attorney of the Company under this Agreement or individual and use the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided trade secret information in the Company’s court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will you be authorized to disclose any information covered by attorney-client privilege or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee attorney work product of the Company or any of its affiliates subsidiaries without prior written consent of Company’s General Counsel or as an administrator under any other officer designated by the Company. b. THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE RELEASEES, WITH RESPECT TO THE RELEASED CLAIMS, BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES. c. You represent that you have read carefully and fully understand the terms of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliatesthis Agreement, and (F) any Claims that cannot be waived by private agreement under applicable lawyou have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. Executive further agrees You acknowledge that any payments to be provided by the Company pursuant to you are executing this Agreement will be in full satisfaction voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one (21) days to consider whether you want to sign this Agreement and all Released Claims. The provision of such payments that the Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not be deemed an admission of liability or wrongdoing by receive any of the Released PartiesSeverance Benefits due to you under the Employment Agreement until such seven (7) day revocation period has passed and then, only if you have not revoked this Agreement. Notwithstanding To the foregoing, nothing in extent you have executed this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federalwithin less than twenty-one (21) days after its delivery to you, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony you hereby acknowledge that your decision to a governmental agency or regulatory entity if properly subpoenaed or otherwise required execute this Agreement prior to do so under applicable lawthe expiration of such twenty-one (21) day period was entirely voluntary.

General Release. Executive(a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of Executive myself and Executive’s my family, agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and assignsassigns (the “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally (i) represent and forever discharges warrant that I have received in a timely manner full and complete payment of all amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its past, respective past and/or present and future parentssubsidiaries, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, directorsagents or other representatives, agentsand employee benefit plans of the Company or its affiliates, attorneysincluding, insurersbut not limited to, benefit trustees and administrators of these plans, benefit plan administratorsin each case, and all of in their predecessors, successors and assigns individual and/or representative capacities (collectively, the “Released PartiesReleasees”) from any and all claims, actions and contractual or otherwise, demands, costs, rights, causes of action, rightscharges, debts, liens, promises, obligations, demandscomplaints, debtslosses, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damagesall liability of whatever kind and nature, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected and hereby waive any and all rights that I, he, she or unsuspected it may have, from the beginning of any nature whatsoever (collectivelytime up to and including the time of signing this Release Agreement, “Claims”) (i) arising on in respect of my employment or prior to separation from employment with the date upon which Executive signs this Agreement and (ii) arising from Company, or is in any way connected with or related to Executive’s employment any applicable compensatory or termination of employment with any of the Released Partiesbenefit plan, in each caseprogram, that Executive ever had, now has, policy or may hereafter have against any Released Party (the “Released Claims”)arrangement, including, but not limited to, (x) any Claims claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Federal Age Discrimination in Employment Act Company and any of 1967its affiliates and myself, now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as amended, well as all claims for counsel fees and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of lawcosts; provided, however, provided that the Released Claims will such released claims shall not include (A) the any claims to enforce my rights under, or with respect to, any post-termination obligations of the Company under this Agreement or the obligation of expressly undertaken by the Company to pay the Severance Benefits, (B) the obligations of under my employment agreement with the Company to continue to provide indemnification to Executive as provided in (including vested accrued benefits and compensation under the Company’s or any of its affiliate’s governing documents or employee benefit plans and arrangements as otherwise agreed with Executive under set forth in Section 7 to the Employment Agreement or any other agreement providing for indemnification rightsAgreement), (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity rights as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company and rights to indemnification and liability insurance coverage. (b) The Releasors agree not to bring any action, suit or any proceeding whatsoever (including the initiation of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction governmental proceedings or investigations of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by type) against any of the Released PartiesReleasees hereto for any matter or circumstance concerning which the Releasors have released the Releasees under this Release Agreement. Notwithstanding Further, the foregoingReleasors agree not to encourage any other person or suggest to any other person that he, nothing she or it institute any legal action against the Releasees, and I hereby declare, confirm and undertake that, if the Releasors or anyone else in their name should deliver a claim as mentioned above, I shall reimburse the Releasees and anyone else on their behalf to the full extent of the sum of the legal expenses and legal fees incurred by them as a result of any such claim; and in the event that Releasors prevail in such legal action, then the Releasees shall reimburse such sum to Me or the Releasors. The Releasors hereby agree to waive the right to any relief (monetary or otherwise) in any action, suit or proceeding I may bring in violation of this Release Agreement. (c) This Release Agreement shall prohibit Executive from confidentially or otherwise communicating or filing constitute a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawdismissal and compromise notice for the purposes of Section 29 of the Severance Pay Law 5713-1963.

General Release. ExecutiveIn consideration of the Separation Payments provided to you under the Agreement, on behalf you, and each of Executive and Executive’s your heirs, executors, administrators, representatives, agents, successors and assignsassigns (collectively, the “Releasors”) hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally release and forever discharges discharge the Company Group and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investmentsparent, and each of their predecessorssubsidiaries, successors affiliates and assignsjoint venture partners, and each all of their respective past and present directors, officers, employees, directorsconsultants, agentsfounders, owners, shareholders, representatives, members, attorneys, partners, insurers, benefit plans, benefit plan administratorsplans and agents, and all of their predecessors, successors and assigns (collectively, the “Released PartiesReleasees”) from any and all claims, actions and actions, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actionscross-claims, crossclaimscounter-claims, counterclaimsrights, judgments, obligations, compensatory damages, liquidated damages, punitive or exemplary damages and damages, any other damages, demands, accountings, debts, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever whatever kind or character in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on ), including, without limitation, any Claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or prior to the date upon which Executive signs this Agreement and (ii) foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising from or in any way related to Executive’s (i) your employment with the Company Group or the termination of such employment, at any time prior to the Effective Date and/or the Reaffirmation Date (as applicable), (ii) any agreement entered into as part of your employment with the Company Group with any of the Released PartiesReleasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that may apply to you or in each casewhich you may participate; provided, however, that Executive ever hadthe release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Separation Payments will be in full satisfaction of any and all Claims for payments or benefits, now haswhether express or implied, or that the Releasors may hereafter have against any Released Party (the “Released Claims”), including, but Releasees arising out of your employment with the Company Group and the termination thereof. This Section 9(a) does not limited to, (x) apply to any Claims that the Releasors may have as of the Effective Date arising under the Federal Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 9(f) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawAgreement.

General Release. Executivea. In consideration of the above, on behalf and all of Executive the terms of this Agreement, you, Xxxxxxx Xxxxxx, for yourself, your agents, successors, heirs and Executive’s heirsassigns (“Releasors”), executorsdo hereby release, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases remise and forever discharges the Company discharge GTJ REIT, Inc. and each of its pastparents, present and future parentssubsidiaries, affiliates, subsidiariesrelated entities, portfolio companies and investments, and each of their predecessors, successors and successors, assigns, and each of their respective officersits current and former agents, servants, shareholders, employees, officers, directors, agentsmanagers, executives, members, trustees, employees, representatives, board members, attorneys, insurersinvestors and insurers and each of their heirs, benefit planssuccessors, benefit plan administrators, executors and administrators and all persons acting by, through, under and/or in concert with any of their predecessors, successors and assigns them (collectively, the “Released PartiesReleasees”) of and from any and all claims, actions and demands, causes of action, actions, rights, obligationsdamages, demandsjudgments, costs, compensation, suits, debts, promisesdues, damagesaccounts, liabilitiesbonds, suitscovenants, controversiesagreements, actionsexpenses, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities damages, penalties, punitive damages and liability of any nature whatsoever whatsoever, in law and or in equity and any other liabilitiesor otherwise, in each casewhich Releasors (You) have had, now have, shall or may have, whether known or unknown, foreseen or unforeseen, suspected or unsuspected unsuspected, by reason of any nature whatsoever (collectivelycause, “Claims”) (i) arising on matter or prior thing whatsoever, from the beginning of the world to the effective date upon which Executive signs of this Agreement Agreement, including those relating to or arising out of your employment with the Company and/or its affiliates, the terms and (ii) arising from or in any way related to Executive’s employment or conditions of such employment, and the termination of that employment. b. By the general release set forth in this paragraph, you acknowledge that you are giving up all claims relating to or arising out of your employment with GTJ REIT, Inc., the Releasees and/or its affiliates, the terms and conditions of such employment, and the termination of that employment, including but not limited to claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent inflection of emotional distress, any and all other torts, and claims for attorneys’ fees, as well as including but not limited to any and all statutory claims referred to herein. Restricted common stock that you have been awarded as an equity bonus are deemed to have fully vested. c. You further acknowledge that various federal, state and local laws prohibit discrimination based on age, gender, sexual orientation, race, color, national origin, religion, disability, handicap or veteran’s status. These include Title VII of the Released PartiesCivil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871, and the Civil Rights Act of 1991 (relating to gender, national origin, religion, race and certain other kinds of job discrimination); the Pregnancy Discrimination Act; the Age Discrimination in each caseEmployment Act and the Older Workers’ Benefit Protection Act (relating to age discrimination in employment); the Rehabilitation Act of 1973, the Americans with Disabilities Act, and Delaware’s Handicapped Persons Employment Protections Act (relating to disability discrimination in employment); the New York Human Rights Act (prohibiting all of the above forms of employment discrimination); and the New York City Human Rights Law (prohibiting all of the above forms of employment discrimination). You understand and acknowledge that Executive ever had, this general release applies to all such employment-related claims that you now has, have or may hereafter have against any Released Party (had through the “Released Claims”)effective date of this Agreement. d. You also understand and acknowledge that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Employee Retirement Income Security Act (xexcluding claims for vested benefits), the Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the New York Wage Payment Law, the Delaware Wage Payment and Collection Act, wage and hour laws, whistleblower laws and other laws. You acknowledge that you are giving up any claims you may have under any of these statutes and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. You also understand and acknowledge that you are giving up any and all claims for benefits including, but not limited to, life insurance, accidental death and disability insurance, sick leave or other employer provided plan or program; claims for distributions of income or profit; claims for reimbursement; claims for wages; claims for vacation or other leave time; claims relating to retirement, pension and/or profit sharing plans (excluding claims for vested benefits); claims for group health insurance coverage (excluding claims for COBRA continuation coverage); or any other claims. You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had through the effective date of this Agreement. e. You further agree that neither you, nor anyone on your behalf shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the aforementioned federal, state or local statutes, or any other such laws. You understand and acknowledge that the general release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had through the date of this Agreement. f. The general release set forth in this paragraph is intended to comply with Section 201 of the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. § 626(f). Accordingly, you acknowledge, represent and certify as follows: (i) any Claims that you waive all rights or claims under the Federal Age Discrimination in Employment Act of 1967Act, as amended, and the applicable rules and regulations promulgated thereunder 29 U.S.C. § 621 et seq. (“ADEA”), knowingly and voluntarily in exchange for consideration of value to which you would not otherwise have been entitled; (ii) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under by this Agreement or the obligation of you have been advised in writing by the Company to pay the Severance Benefits, (B) the obligations consult with an attorney of the Company your choice in conjunction with this Agreement and your decision to continue to provide indemnification to Executive as provided in the Company’s waive your rights or any of its affiliate’s governing documents or as otherwise agreed with Executive claims under the Employment ADEA or otherwise; (iii) that you have been given a period of at least twenty-one (21) days within which to consider this Agreement and your decision to waive your rights under the ADEA or any other agreement providing for indemnification rights, otherwise; (Civ) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may that you have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided been informed by the Company pursuant and understand that you may revoke your acceptance of this Agreement for a period of seven (7) days after signing it, and that this Agreement will not become effective or enforceable until after the seven (7) day period has expired, and that any revocation you make shall be in writing, sent by regular mail or overnight mail for receipt within the seven (7) day revocation period to our attorney: Xxxx X Xxxxxxxx, Xxxx X. Xxxxxxxx And Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; and (v) that you further understand that if you revoke your acceptance as described above, this Agreement shall be null and void in its entirety, and if you have not revoked this Agreement by the end of the seven (7) day period referenced in the last paragraph, this Agreement will be in full satisfaction of force and effect. g. Notwithstanding any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency law to the contrary, You expressly agree that this Agreement and this Paragraph 4 will extend and apply to all claims, injuries and damages that You may have against the Company or regulatory entityany Releasees at the time You sign this Agreement, participating in a governmental agency regardless of whether you are aware or regulatory investigation suspect such claims, injuries or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawdamages at the time you sign this Agreement.

General Release. The Executive acknowledges and agrees that this Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the termination thereof during the Employment Period, and all amounts to which the Executive shall be entitled whether during the term of employment or upon termination thereof. Accordingly, upon Mattel's fulfilling its obligations to the Executive hereunder, the Executive, on behalf of Executive himself and his successors, assigns, heirs and any and all other persons claiming through the Executive’s heirs, if any, and each of them, shall and does hereby forever relieve, release, and discharge Mattel and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly-owned), divisions, partners and their officers, directors, agents, employees, servants, executors, administrators, successors accountants, investigators, insurers, and assignsany and all other related individuals and entities, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investmentsif any, and each of their predecessorsthem, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, in any and all of their predecessorscapacities, successors and assigns (collectively, the “Released Parties”) from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, rightsof whatever kind or nature, obligationsincluding, demandswithout limitation, debtsany statutory, promisescivil or administrative claim, damagesor any claim, liabilitiesarising out of acts or omissions occurring before the execution of this Agreement, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected or unsuspected of any nature whatsoever unsuspected, fixed or contingent, apparent or concealed (collectively, “Claims”) (i) arising on or prior collectively referred to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”as "claims"), including, but not limited to, (x) any Claims under claims based on, arising out of, related to or connected with the Federal Age Discrimination in Employment Act subject matter of 1967this Agreement, as amendedthe Executive's employment or the termination thereof, and any and all facts in any manner arising out of, related to or connected with the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) Executive's employment with, or termination of employment from, Mattel or any other of its related entities, including, but not limited to, any claims arising from rights under federal, state, and local or other lawlaws prohibiting discrimination on the basis of race, regulationnational origin, ordinancesex, constitutional provisionsreligion, executive order or other source of law; providedage, howevermarital status, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefitspregnancy, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement handicap, ancestry, sexual orientation, or any other agreement providing for indemnification rightsform of discrimination, (C) and any Claim under directors’ common law claims of any kind, including, but not limited to, contract, tort, and officers’ insurance or other fiduciary or liability coverageproperty rights including, including with respect to any claims made or threatened against Executive in Executive’s capacity as a directorbut not limited to, managerbreach of contract, officer or employee breach of the Company implied covenant of good faith and fair dealing, tortious interference with contract or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of the Company or any emotional distress, breach of its affiliatesfiduciary duty, and (F) any Claims that cannot be waived by private agreement under applicable lawother common law claim of any kind whatever. Upon Mattel's fulfilling its obligations to the Executive further agrees that any payments to be provided by here-under, the Company pursuant to this Agreement will be in full satisfaction of Executive expressly waives any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any rights under Section 1542 of the Released PartiesCivil Code of the State of California, and all other federal or state statutory rights, rules, and principles of common law or equity, including without limitation those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 ("similar provision"). Notwithstanding Thus the foregoingExecutive may not invoke the benefits of Section 1542 or any similar provision in order to prosecute or assert in any manner any claims released hereunder. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

General Release. Executive(a) In consideration of, among other things, the Agent and the Lenders’ execution and delivery of this Agreement, each the Loan Parties, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company itself and its pastagents, present and future parentsrepresentatives, affiliatesofficers, directors, advisors, employees, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsaffiliates, successors and assigns (collectively, “Releasors”), hereby forever agree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all claimsclaims (including, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actionswithout limitation, crossclaims, counterclaims, compensatory rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, liquidated damagesdemands, punitive agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or exemplary damages claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and any other damageskind, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected whether now existing or unsuspected of any nature whatsoever hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Lenders in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the later of the Effective Date or the date on which the conditions to effectiveness set forth in Section 3 (Conditions Precedent) hereof are completed, that relate to, arise out of or otherwise are in connection with: (i) arising any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any other Loan Party of any loans or other financial accommodations made by any Lender after the Effective Date shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date upon which Executive signs of receipt of any such Loans or other financial accommodations. In entering into this Agreement Agreement, Borrower and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released other Loan Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amendedconsulted with, and the applicable rules has been represented by, legal counsel and regulations promulgated thereunder (“ADEA”) and (y) expressly disclaims any other federalreliance on any representations, state, local acts or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing omissions by any of the Released Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations. (b) Each of the Loan Parties. Notwithstanding , on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the foregoingbasis of any Claim released, nothing in this Agreement shall prohibit Executive from confidentially remised and discharged by Borrower or otherwise communicating or filing a charge or complaint with a federal, state, local or any other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawLoan Party.

General Release. This General Release Agreement (the “General Release”) is hereby executed and entered into by (the “Executive”) in consideration of the payments and benefits to be made under that certain Change in Control Agreement, dated , (the “Agreement”), between the Executive and Rand Capital Corporation (the “Company”). The Executive, on behalf of Executive himself and Executive’s his heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and each of its pastsubsidiaries, affiliates and investees (the “Company Affiliated Group”), their present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective former officers, employeesdirectors, directorsexecutives, agents, attorneys, insurers, benefit plans, benefit plan administratorsemployees and employee benefits plans (and the fiduciaries thereof), and all of their predecessorsthe successors, successors predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”) ), of and from any and all claims, actions and actions, causes of action, rightscomplaints, obligationscharges, demands, debts, promisesrights, damages, liabilitiesdebts, sums of money, accounts, financial obligations, suits, controversiesexpenses, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or fees and liabilities of any whatever kind or nature whatsoever in law law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and in equity and any other liabilities, in each case, whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever hada class, now has, owns or may hereafter have holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (the “Released Claims”). For avoidance of doubt, and without limiting the broad nature of the Released Claims, this General Release releases the Company Released Parties from any and all claims: (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (x) any Claims under “Title VII”), the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) ), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (y) “FMLA”), the Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the New York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the New York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Article 23-A of the New York State Corrections Law, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) claims under which may be legally waived and released, and any and all claims under any whistleblower laws or whistleblower provisions of other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, laws. The Executive further affirms that the Released Claims will not include (A) the obligations as of the Company under date of this Agreement General Release he has been paid and/or received all leave (paid or the obligation of the Company unpaid), compensation, wages, bonuses, and/or benefits to pay the Severance Benefitswhich he may be entitled and that no other leave (paid or unpaid), (B) the obligations of the Company compensation, wages, bonuses, and/or benefits are due to continue to provide indemnification to Executive him, except as provided in the Company’s Change in Control Agreement. The Released Claims do not include any claim: (a) that arises exclusively after the date Executive executes this Agreement; (b) to vested or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator accrued rights under any of its Company’s employee benefit or compensation plans, ; (Dc) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement released under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of , such payments will not be deemed an admission of liability as claims for statutory unemployment benefits or wrongdoing by any workers’ compensation benefits; or (d) for indemnification as a former officer or director of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCompany.

General Release. ExecutiveFor a valuable consideration, on behalf the receipt and adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, unconditionally, irrevocably and absolutely releases release and forever discharges discharge CarLotz, Inc., a Delaware corporation (the Company “Company”), and its pastthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present and future parents, subsidiaries, affiliates, subsidiariesassociates, portfolio companies and investmentsmembers, and each of their stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors and successors, assigns, and each of their respective officersinsurers, owners, employees, officers, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, heirs and all persons acting by, through, under, or in concert with them, or any of their predecessors, successors and assigns them (collectivelyhereinafter, the “Released PartiesReleasees”) ), of and from any and all claimsmanner of action or actions, actions and cause or causes of action, rightsin law or in equity, obligationssuits, debts, liens, contracts, agreements, promises, liability, claims, demands, debts, promises, damages, liabilitieslosses, suitscosts, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ feesfees or expenses, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected fixed or unsuspected of any nature whatsoever contingent (collectively, hereinafter called “Claims”) (i) arising on or prior to ), which the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, undersigned now has, has or may hereafter have against the Releasees, or any Released Party of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the “Released Claims”)employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, but not limited towithout limitation, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the applicable rules Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and regulations promulgated thereunder Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (“ADEA”) 1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and (y) regulations); and any other federal, state, state or local or other law, regulation, ordinance, constitutional provisions, executive order or other source laws of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Partiessimilar effect. Notwithstanding the foregoing, nothing in this Agreement General Release of Claims (the “Release”) shall prohibit Executive from confidentially not operate to release any Claims which the undersigned may have to (a) payments or otherwise communicating benefits under Section 4 of the undersigned’s employment agreement with the Company, dated as of Xxxxx 00, 0000 (x) accrued or filing vested benefits the undersigned may have, if any, as of the date hereof, under any applicable Company employee benefit plan, (c) rights to indemnification arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation of other similar governing document of the Company or its subsidiaries, (d) payments or benefits under any agreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be released by the undersigned as a charge or complaint with a federalmatter of law. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, stateWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, local or other governmental agency or regulatory entityWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release. Executive, Executive for himself and on behalf of Executive and Executive’s attorneys, heirs, assigns, successors, executors, administratorsand administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions claims and causes of actionaction whatsoever, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected unknown or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to whether connected with Executive’s employment by Company or termination of employment with any of the Released Partiesnot, in each case, that Executive ever had, now haswhich may have arisen, or which may hereafter have against any Released Party (arise, prior to, or at the “Released Claims”)time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (x) any Claims whether intentional or released in this agreement), or under Title VII of the Federal Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, the Discrimination in Employment Act, the Persons With Disabilities Employment Protection Act, the Delaware Whistleblowers' Protection Act, the Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, (all as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) or any other federalmunicipal, local, state, local or other federal law, regulationcommon or statutory, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company but excluding any claims with respect to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive obligations under this Agreement, the Employment Agreement or any other agreement providing for indemnification rightsAgreement, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim relating to vested benefits under any Company employee benefit plan (including without limitation any such plan subject to the Executive Retirement Income Security Act of 1974, as amended) and any claims which Executive cannot release as a matter of applicable law. Furthermore, neither this Agreement nor the Employment Agreement shall apply to, modify or equity incentive plan, in any way supersede obligations arising from any of (Ei) the terms of directors and officers insurance or (ii) any Claim indemnification agreement for the benefit of the Executive may have as a current result of the Executive’s position as a director or former shareholder officer of the Company or any one of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.

General Release. ExecutiveIn consideration of the payments and benefits under this Agreement, on behalf with the intention of binding the Executive and the Executive’s heirs, executors, administrators, successors administrators and assigns, the Executive does hereby voluntarilyrelease, unconditionallyremise, irrevocably and absolutely releases acquit and forever discharges discharge the Company and each of its pastAffiliates (the “Company Affiliated Group”), and in their capacity as such, their present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective former officers, employeesdirectors, directorsexecutives, agents, attorneys, insurers, benefit plans, benefit plan administratorsemployees and employee benefits plans (and the fiduciaries thereof), and all of their predecessorsthe successors, successors predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”) ), of and from any and all claims, actions and actions, causes of action, rightscomplaints, obligationscharges, demands, debts, promisesrights, damages, liabilitiesdebts, sums of money, accounts, financial obligations, suits, controversiesexpenses, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or fees and liabilities of any whatever kind or nature whatsoever in law law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and in equity and any other liabilities, in each case, whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any nature whatsoever (collectivelytime heretofore had, “Claims”) owned or held, against any of the Company Released Parties in any capacity, including, without limitation, any and all claims (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from out of or in any way related to connected with the Executive’s employment service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, bonus or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, and (iv) for any violation of applicable state and local labor and employment with laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party 1974 (the “Released ClaimsERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (x) any Claims under “Title VII”), the Federal Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws excepting only: (i) and rights of the Executive under this Agreement; (yii) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source rights of law; provided, however, that the Released Claims will not include Executive relating to equity awards held by the Executive as of the Termination Date; (Aiii) the obligations right of the Company Executive to receive COBRA continuation coverage in accordance with applicable law; (iv) claims for benefits under this Agreement or the obligation of the Company to pay the Severance Benefitsany health, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsdisability, (C) any Claim under directors’ and officers’ retirement, life insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company similar employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder arrangement of the Company or any Affiliated Group; and (v) claims for the reimbursement of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments unreimbursed business expenses incurred prior to be provided by the Company Termination Date pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCompany policy.

General Release. ExecutiveThe Employee, on his own behalf and on behalf of Executive and Executive’s his spouse, child or children (if any), heirs, personal representative, executors, administrators, successors successors, assigns and assignsanyone else claiming through him (the “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges forever discharges the Company Funko, Inc., and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and each of their respective officersall Persons acting by, employeesthrough, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns under or in concert with them (collectively, hereinafter collectively referred to as the “Released Parties”) ), from any and against all liabilities, claims, actions and demands, liens, causes of action, rightscharges, suits, complaints, grievances, contracts, agreements, promises, obligations, demandscosts, debts, promiseslosses, damages, liabilitiesinjuries, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law fees and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever legal responsibilities (collectively, collectively referred to as “Claims”) ), of any form whatsoever (i) arising on whether or prior not relating to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to ExecutiveEmployee’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”Company), including, but not limited to, (x) any Claims claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Federal Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder 1967 (“ADEA”) ), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and (y) Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any other federal, state, state or local or other lawstatute, regulation, ordinancelaw, constitutional provisionsrule, executive order ordinance or other source of constitution, or common law; provided, howeverwhether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s Employee or any of its affiliate’s governing documents the Releasors now possess or as otherwise agreed with Executive under have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) the Employment Agreement or any other agreement providing for indemnification rights, Agreement; (Cb) any Claim under directors’ and officers’ insurance the Employee’s employment or other fiduciary relationship with any of the Released Parties or liability coverage, including with respect to any claims made or threatened against Executive in Executivethe termination thereof; and (c) the Employee’s capacity status as a director, manager, officer or employee holder of the Company or any securities of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under the foregoingEmployment Agreement with the Company dated [__], nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federalsigned copy of which is attached hereto as Exhibit A, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony including but not limited to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawSections 5 and 6 thereof.

General Release. Executive(a) Subject to the exclusions contained in Section 14 to this Agreement, on behalf of Executive Employee, for himself and Executive’s for his affiliates, successors, heirs, executorssubrogees, administrators, successors and assigns, hereby principals, agents, partners, employees, associates, attorneys, and representatives, voluntarily, unconditionally, irrevocably knowingly and absolutely intentionally releases and forever discharges the Parent, the Company and its pasttheir predecessors, present and future successors, parents, subsidiaries, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, assigns and each of their respective officers, employeesdirectors, directorsprincipals, shareholders, agents, attorneys, insurers, benefit plans, benefit plan administratorsboard members, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) employees from any and all claims, actions and causes of actionactions, liabilities, demands, rights, obligations, demands, debts, promises, damages, liabilitiescosts, suitsexpenses, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ feesfees (including but not limited to any claim of entitlement for attorneys’ fees under any contract, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now hasstatute, or may hereafter have against any Released Party rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of every kind and description from the beginning of time through the Effective Date (the “Released Claims”). (b) The Released Claims, except as excluded by Section 14 of this Agreement, include but are not limited to those which arise out of, relate to, or are based upon: (i) Employee’s employment with the Company or the termination thereof; (ii) statements, acts, or omissions by the Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties (except as provided herein) and claims under any severance plan; (iv) any stock or stock option grant, agreement, or plan; (v) all federal, state, and municipal statutes, ordinances, and regulations, including, but not limited to, (x) claims of discrimination based on race, national origin, sex, disability, whistleblower status, public policy, or any Claims other characteristic of Employee under the Federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1967, 1964 (as amended), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Worker Adjustment and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) Retraining Notification Act, or any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order municipal law prohibiting discrimination or other source of termination for any reason; (vi) state and federal common law; providedand (vii) any claim which was or could have been raised by Employee, howeverincluding any claim that this Agreement was fraudulently induced. (c) Subject to the exclusions contained in Section 14 to this Agreement, that the Released Claims will not include (A) the obligations each of the Company under this Agreement or the obligation of Parent and the Company to pay and their respective affiliates, successors, subrogees, assigns, agents, officers, directors, employees, associates, attorneys, and representatives (collectively, the Severance Benefits“Parent Releasors”), (B) voluntarily, knowingly and intentionally releases and discharges the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or Employee and his successors, heirs and assigns from any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification and all claims, actions, liabilities, demands, rights, damages, costs, expenses, and attorneys’ fees (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect but not limited to any claims made claim of entitlement for attorneys’ fees under any contract, statute, or threatened against Executive in Executiverule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), of every kind and description from the beginning of time through the Effective Date (the “Parent Released Claims”). (d) The Parent Released Claims, except as excluded by Section 14 of this Agreement, include but are not limited to those which arise out of, relate to, or are based upon: (i) Employee’s capacity as a director, manager, officer or employee of employment with the Company or any of its affiliates the termination thereof, including the Employment Agreement; (ii) statements, acts, or omissions by the Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties (except as an administrator provided herein) and claims under any of its employee benefit plansseverance plan; (iv) all federal, state, and municipal statutes, ordinances, and regulations; and (Dvi) any Claim to vested benefits under claim which was or could have been raised by Parent and/or Company, including any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims claim that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Partieswas fraudulently induced. Notwithstanding the foregoing, nothing herein shall release or affect the Parent Releasors’ claims concerning any alleged act by Employee concerning intentional misrepresentation, willful misconduct, fraud or embezzlement. (e) Employee shall continue to be indemnified for actions taken while employed by Company and while acting as a Director of the Parent under Company and/or Parent’s Articles of Incorporation and/or By-Laws, as applicable, as in this Agreement effect on the Termination Date, and Employee shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating continue to be covered by Parent’s directors and officers liability insurance policy as in a governmental agency or regulatory investigation or giving truthful testimony effect as of the Termination Date for Employee acts prior to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawand through the Termination Date.

General Release. ExecutiveIn consideration of the benefits described in Section 3 and for other good and valuable consideration, Employee, on behalf of Executive Employee and ExecutiveEmployee’s representatives, agents, heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company Company, its parents, its subsidiaries, its affiliates, and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administratorsrelated entities, and all of their respective predecessors, successors successors, assigns, representatives, agents, counsel, insurers, shareholders, members, officers, directors, and assigns employees (whether past, present, or future) (all of the foregoing collectively, are referred to as the “Released PartiesReleasees”) from any from: Any and all claims, actions and complaints, causes of action, rights, obligations, demands, debts, promises, damages, liabilitiesand suits that Employee has or may have for any reason whatsoever, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and or in equity and equity, against the Releasees arising out of or in connection with any event, transaction, or matter occurring or existing on or before the date Employee executes this Agreement, whether based upon statutory claim, common law, contract, tort, public policy, or other liabilitiesbasis, in each case, whether known or unknown, suspected direct or unsuspected of indirect, absolute or contingent, including without limitation any nature whatsoever (collectively, “Claims”) (i) claims arising on under or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executiveany federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination of employment with and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of money or payments, leave, benefits, or any other obligation or liability whatsoever, except for the Company’s promises made in this Agreement. Employee acknowledges that Employee has not requested any statutory leave that has not been provided. Further, Employee understands that this is a general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any claims under Title VII of the Released PartiesCivil Rights Act, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Equal Pay Act of 19671963, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Washington Law Against Discrimination, Chapter 659A of the Oregon Revised Status, the Oregon Family Medical Leave Act, and the Oregon Unlawful Discrimination Against Persons With Disabilities Law, all as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other similar federal, state, local county or city ordinances. Employee represents that Employee has not filed, and agrees not to file, any lawsuit or other action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the maximum extent permitted by law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of Employee also waives any and all Released Claims. The provision of such payments rights to recover and will not be deemed an admission of liability accept, any monetary or wrongdoing by any of other relief for Employee concerning the Released Parties. Notwithstanding the foregoing, nothing claims lawfully released in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawAgreement.

General Release. ExecutiveIn consideration of, among other things, the Agent’s and each Lender’s execution and delivery of this Amendment, the Borrower and each other Loan Party, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company itself and its pastagents, present and future parentsrepresentatives, affiliatesofficers, subsidiariesdirectors, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officersadvisors, employees, directorsSubsidiaries, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsAffiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all claimsclaims (including, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actionswithout limitation, crossclaims, counterclaims, compensatory rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, liquidated damagesdemands, punitive agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or exemplary damages claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and any other damageskind, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected whether arising at law or unsuspected of any nature whatsoever in equity (collectively, the “Claims”), against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ib) arising any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by the Borrower or any other Loan Party of the proceeds of any loans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date upon which Executive signs of receipt of any such proceeds or other financial accommodations. In entering into this Agreement Amendment, the Borrower and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released other Loan Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amendedconsulted with, and the applicable rules has been represented by, legal counsel and regulations promulgated thereunder (“ADEA”) and (y) expressly disclaim any other federalreliance on any representations, state, local acts or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing omissions by any of the Released PartiesReleasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. Notwithstanding The provisions of this Section shall survive the foregoingtermination of this Amendment, nothing the Credit Agreement, the other Loan Documents and payment in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawfull of the Obligations.

General Release. (a) The Executive, on behalf of Executive for himself and Executive’s his heirs, executors, administrators, successors successors, and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges (i) the Company and its past, present direct and future parents, affiliates, subsidiaries, portfolio companies indirect parents and investments, subsidiaries and each of their predecessors, successors and assigns, and its other affiliated companies; (ii) each of their respective past and present officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement employees; and (iiiii) arising from or in any way related to Executive’s employment or termination of employment with any of all the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee benefit plans of the Company or any of its affiliates or as an administrator under affiliated companies, any of its employee benefit trusts and other funding vehicles established in connection with any such plans, (D) any Claim members of committees established under the terms of any such plans, and any administrators or fiduciaries of any such plans, from any and all actions, causes of action, claims, demands, grievances, and complaints, known and unknown, which he or his heirs, executors, administrators, successors, and assigns have, ever had, or ever may have based upon any act or omission occurring up to vested and including the Effective Date of this Amendment and Release; provided, however, that this Release shall not extend to his right to receive accrued benefits or other payments under and in accordance with the terms of any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company in which he is a participant and this Release shall not extend to any right of Executive to indemnity or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided defense by the Company pursuant to this Agreement will be of claims asserted by third parties against the Executive arising in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed connection with Executive’s employment or status as an admission of liability officer or wrongdoing by any director of the Released Parties. Notwithstanding Company. (b) The Executive acknowledges and agrees that, except as otherwise provided in the foregoingpreceding subsection, nothing this release is intended to cover and does cover, but is not limited to, (i) any claim under Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in this Agreement shall prohibit Executive from confidentially Employment Act, as amended by the Older Workers Benefit Protection Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, or otherwise communicating or filing a charge or complaint with the Family and Medical Leave Act, each as amended; (ii) any claim of employment discrimination whether based on a federal, state, or local statute or court or administrative decision; (iii) any claim for wrongful or abusive discharge, breach of contract, invasion of privacy, intentional infliction of emotional distress, defamation, or other governmental agency common law contract or regulatory entitytort claims; (iv) any claims, participating in a governmental agency whether statutory, common law, or regulatory investigation otherwise, arising out of the terms or giving truthful testimony conditions of his employment at the Company; and (v) any claim for attorneys’ fees, costs, disbursements, or other like expenses. (c) The Company, for itself and its successors, and assigns, hereby releases and discharges (i) the Executive from any and all actions, causes of action, claims, demands, grievances, and complaints, known and unknown, which the Company or its successors or assigns have, ever had, or ever may have based upon any act or omission occurring up to a governmental agency and including the Effective Date of this Amendment and Release. This section does not release the Executive from any acts of willful misconduct, willful or regulatory entity if properly subpoenaed gross negligence, fraud,, misappropriation or otherwise required to do so under applicable lawembezzlement during the term of his employment with the Company through the Effective Date of this Amendment and Release.

General Release. ExecutiveFor and in consideration of the payments described in Paragraph 2, on behalf of above, to which Executive is not otherwise entitled, and Executive’s heirs, executors, administrators, successors for other good and assigns, valuable consideration: (a) Executive hereby voluntarily, unconditionallyknowingly and willingly releases, irrevocably and absolutely releases acquits and forever discharges the Company including, without limitation, each of its former, current and its pastfuture agents, present executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, owners and servants and each of Company’s former, current and future parents, subsidiaries, divisions, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectivelyand all of their current, the “Released Parties”) former and future agents, executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, owners and servants, from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive costs or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities expenses of any kind or nature whatsoever in law and in equity and any other liabilitieswhatsoever, in each case, whether known or unknown, suspected foreseen or unsuspected unforeseen, including, without limitation, any employment related discrimination or harassment claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Family Medical Leave Act, the Employment Retirement Income Security Act, the Washington Law Against Discrimination, the Washington Constitution, the Washington Labor Code, the Age Discrimination In Employment Act or under common law, which against any nature whatsoever (collectivelyor all of them Executive ever had, “Claims”) (i) arising on now has or prior hereinafter may have, up to and including the date upon which Executive signs of Executive’s execution of this Agreement and (ii) Agreement, including, without limitation, those arising from out of or in any way related to Executive’s employment at Company or termination the separation of employment with any that employment. (b) It is a condition hereof, and it is Executive’s intention in the execution of the Released Parties, General Release in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”subparagraph 3(a), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, howeverabove, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity same shall be effective as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim bar to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliateseach and every claim specified above, and (F) any Claims that cannot be waived by private agreement under applicable law. in furtherance of this intention, Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of hereby expressly waives any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing rights and benefits conferred upon Executive by any Section 1542 of the Released Parties. Notwithstanding California Civil Code, or its Washington State equivalent, which provides: (c) A general release does not extend to claims which the foregoingcreditor does not know or suspect to exist in his or her favor at the time of executing the Release, nothing in this Agreement shall prohibit Executive from confidentially which if known by him or otherwise communicating her must have materially affected his or filing a charge or complaint her settlement with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawthe debtor.

General Release. (a) In consideration for the payments to be provided to Executive pursuant to Sections 5(a)(i)(B), 5(a)(i)(C), 5(a)(ii) and 5(a)(iii) of the CIC Continuity Agreement, Executive, on behalf of Executive for herself and for Executive’s heirs, executors, administrators, successors trustees, legal representatives and assignsassigns (hereinafter referred to collectively as “Releasors”), hereby voluntarily, unconditionally, irrevocably and absolutely forever releases and forever discharges the Company and its past, present and future parents, affiliatesparent entities, subsidiaries, portfolio companies divisions, affiliates and investments, and each of their predecessorsrelated business entities, successors and assigns, assets, employee benefit and/or pension plans or funds (including qualified and each non-qualified plans or funds), and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, employees, directors, agents, attorneys, insurers, benefit plansattorneys and assigns, benefit plan administrators, and all acting on behalf of their predecessors, successors and assigns the Company or in connection with Company business (collectively, the “Released PartiesCompany Entities”) from any and all claims, actions and demands, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages fees and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature kind whatsoever in law and in equity and (upon any other liabilitieslegal or equitable theory, in each casewhether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, suspected which Executive ever had, now have, or unsuspected may have against any of the Company Entities by reason of any nature whatsoever (collectivelyact, “Claims”) (i) arising on omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way other matter related to Executive’s employment or the termination of employment with any thereof up to and including the date on which Executive signs this Release. (b) Without limiting the generality of the Released Partiesforegoing, in each casethis Release is intended to and shall release the Company Entities from any and all claims, that Executive whether known or unknown, which Releasors ever had, now hashave, or may hereafter have against any Released Party (the “Released Claims”)Company Entities arising out of Executive’s employment and/or Executive’s separation from that employment, including, but not limited to, any claim under: (xi) any Claims under the Federal Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, (ii) Title VII of the Civil Rights Act of 19671964 or under the Civil Rights Act of 1991, (iii) the Americans with Disabilities Act; (iv) the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), (v) the Family and Medical Leave Act, (vi) 42 USC §§ 1981-86, (vii) the Equal Pay Act, (viii) the Xxxxxxxx-Xxxxx Act of 2002, (ix) Section 922 of the Xxxx-Xxxxx Act, (x) the Federal False Claims Act, the New York State Human Rights Law; (xi) the New York City Administrative Code; (xii) the New York Labor Law; (xiii) the New York Minimum Wage Act; (xiv) the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; and (xv) the New York City Earned Sick Time Act, as all of those statutes may have been amended. Without limiting the generality of the foregoing, this Release is also intended to and shall release the applicable rules Company Entities from any and regulations promulgated thereunder (“ADEA”) and (y) any other all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities, whether based on federal, state, or local law, statutory or decisional, arising out of Executive’s employment, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including, but not limited to, any claims for wrongful or retaliatory discharge, breach of contract (express, implied or otherwise), breach of the covenant of good faith and fair dealing, detrimental reliance, interference with contractual relations or any prospective business advantage, defamation, slander or libel, invasion of privacy, intentional and negligent infliction of emotional distress, false imprisonment, compensatory or punitive damages, any claims for attorneys’ fees, costs, disbursements and/or the like, any claims for wages, bonuses, or other lawbenefits, and any claims for negligence or intentional tort, arising up to and including the date on which Executive signs this Release. (c) Nothing in this Release prevents Executive from providing truthful information to any governmental entity, nor does it interfere with Executive’s right to file a charge with or participate in any investigation or proceeding conducted by the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission or a state or local fair employment practices agency. Nevertheless, Executive acknowledges and agrees that Executive hereby waives any right to seek or to share in any relief, monetary or otherwise, relating to any claim released herein whether such claim was initiated by Executive or not. In addition, nothing in this Release shall impair Executive’s right under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or regulation. (d) Notwithstanding the foregoing, ordinance, constitutional provisions, executive order this Release shall not release the Company from: (i) any obligations under the CIC Continuity Agreement or other source of law; provided, however, that Executive’s right to enforce the Released Claims will not include (A) the obligations terms of the Company under this Agreement or the obligation CIC Continuity Agreement; (ii) any obligations regarding any rights of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s a current or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsformer officer, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer director or employee of the Company or any of its affiliates to indemnification under the terms of the CIC Continuity Agreement, the Company’s bylaws or as an administrator charter or any insurance policy or other agreement under any of its employee benefit plans, which Executive is entitled to indemnification or directors’ and officers’ liability coverage; (Diii) any Claim to claims or causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested benefits under any Company employee benefit plan or equity incentive plan, 401(k) benefits; (Eiv) any Claim claims that may arise in the future from events or actions occurring after the date on which Executive may have signs this Release; and (v) any claims as a current the holder or former shareholder beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this Release, Executive represents that Executive has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant Entities arising out of or relating to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing matters set forth in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawparagraph.

General Release. ExecutiveIn consideration of the benefits conferred to (the “Optionee”) under the Nonqualified Option Agreement, on behalf dated as of Executive , 20 (the “Agreement”), by and Executive’s between the Optionee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Optionee for himself, his heirs, executors, administrators, successors and assignsrepresentatives, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsexecutors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Released PartiesReleasees”) ), and each of them from any and all charges, complaints, claims, actions and liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, obligations, demands, debtscosts, promiseslosses, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages debts and any other damages, claims for costs and expenses (including attorneys’ fees, losses or liabilities fees and costs) of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected whether in law or unsuspected of equity and whether arising under federal, state or local law and in particular including any nature whatsoever claim for discrimination based upon race, color, ethnicity, sex, age [(collectively, “Claims”) (i) arising on or prior to including the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 19671967)]1, as amendednational origin, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) religion, disability, or any other federalunlawful criterion or circumstance, staterelating to the Optionee’s service through the date of such Qualifying Termination of Service or termination of such service, local which the Optionee and Releasors had, now have, or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided may have in the Company’s future against each or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee Releasees from the beginning of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, world until the date hereof (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law“Execution Date”).

General Release. Executive(a) In consideration of, among other things, Agent’s and the Lenders’ execution and delivery of this Agreement, each Credit Party, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company itself and its pastagents, present and future parentsrepresentatives, affiliatesofficers, directors, advisors, employees, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsaffiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all claimsclaims (including, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actionswithout limitation, crossclaims, counterclaims, compensatory rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, liquidated damagesdemands, punitive agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or exemplary damages claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and any other damageskind, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether known or unknown, suspected whether now existing or unsuspected of any nature whatsoever hereafter arising, whether arising at law or in equity (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), includingagainst any or all of the Lender Parties in any capacity and their respective affiliates, but subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not limited now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or are otherwise in connection with: (xi) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among Credit Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof; provided it is understood and agreed that this Section 6 shall not release (1) any Claims under based on a fact or circumstance that does not exist on or before the Federal Age Discrimination in Employment Act of 1967Forbearance Effective Date and (2) any Claims related to the Credit Parties’ despository banking relationship with Agent or any Lender. In entering into this Agreement, as amendedCredit Parties consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the applicable rules Releasees and regulations promulgated thereunder hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations.. (“ADEA”b) Each Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (yat law, in equity, in any regulatory proceeding or otherwise) any other federalReleasee on the basis of any Claim released, stateremised and discharged by any Credit Party pursuant to Section 6(a) hereof. If any Credit Party, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightssuccessors, (C) any Claim under directors’ and officers’ insurance assigns or other fiduciary or liability coveragelegal representatives violates the foregoing covenant, including with respect each Credit Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any claims made or threatened against Executive in Executive’s capacity Releasee may sustain as a directorresult of such violation, manager, officer or employee all reasonable and documented costs and expenses in accordance with Section 10.2 of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawLoan Agreement.

General Release. ExecutiveIn consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt of which Xxxxx hereby acknowledges, Xxxxx, on behalf of Executive himself and Executive’s for all persons who may claim by or through him, including, without limitation, his heirs, legatees, distributees, beneficiaries, trustees, administrators, executors, administrators, successors and assigns, and legal representatives, to the maximum extent permitted by law, hereby voluntarilycovenants not to xxx and fully and unconditionally releases, unconditionallywaives, irrevocably and absolutely releases and forever discharges the Company and its pastParent, present and future parentsSub, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assignsTCI, and each of their respective past, present, former, and/or future direct and indirect parents, owners, affiliates, divisions, subsidiaries, related entities, predecessors, and successors (collectively “Company Parties”), and each of the Company Parties’ respective assigns, shareholders, members, managers, directors, officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administratorsrepresentatives, and all agents (each of their predecessors, successors the Company Parties and assigns (foregoing listed persons or entities being collectively, in their individual and representative capacities, referred to as the “Company Released Parties”) ), from and with respect to any and all charges, complaints, claims, actions and causes of action, rights, obligationscontracts, demands, debts, promises, damages, liabilities, suits, controversies, agreements and actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive Xxxxx ever had, now has, or may hereafter have against the Company Released Parties, whether known or unknown, arising or which may have arisen at any Released Party (time up to the “Released Claims”)date Xxxxx executes this Agreement, including, but not limited to, all claims, demands, suits, causes or rights of action arising out of or in any way connected with Xxxxx’x employment relationship with the Company or Xxxxx’x separation from employment from the Company; Xxxxx’x board membership with Parent or the separation of such board membership; claims, demands, suits, causes or rights of action relating to defamation, breach of contract or public policy, wrongful, retaliatory or constructive discharge, discrimination, attorneys’ fees or damages (x) including contract, compensatory, punitive, or liquidated damages), equitable relief, additional compensation, intentional infliction of emotional distress, invasion of privacy, negligence, or any Claims other tort claims; claims which could arise under the Federal Age Discrimination in Employment Family and Medical Leave Act, Title VII of the Civil Rights Act of 19671964, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federalAmericans with Disabilities Act of 1990, stateas amended, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.Age Discrimination in

General Release. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of , 20 , to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the “Company”) and (the “Executive”) are parties (the “Agreement”), the Executive, on behalf with the intention of binding the Executive and the Executive’s heirs, executors, administrators, successors administrators and assigns, does hereby voluntarilyrelease, unconditionallyremise, irrevocably and absolutely releases acquit and forever discharges discharge the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies subsidiaries and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns affiliates (collectively, the “Company Affiliated Group”), their present and former officers, directors, executives, agents, shareholders, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”) ), of and from any and all claims, actions and actions, causes of action, rightscomplaints, obligationscharges, demands, debts, promisesrights, damages, liabilitiesdebts, sums of money, accounts, financial obligations, suits, controversiesexpenses, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or fees and liabilities of any whatever kind or nature whatsoever in law law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and in equity and any other liabilitieswhether now known, in each case, known or unknown, suspected or unsuspected which the Executive, individually or as a member of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever hada class, now has, owns or may hereafter have holds, or has at any time heretofore had, owned or held, against any Company Released Party (an “Action”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“Released ClaimsERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964 (x) any Claims under “Title VII”), the Federal Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”), excepting only: (a) rights of the Executive under this Waiver and Release of Claims and to severance payments and benefits under Section 5 of the Agreement; (yb) any other federal, state, local or other rights of the Executive relating to equity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (Aii) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement by-laws or charter of any other agreement providing for indemnification rights, Company Released Party or (Ciii) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator insured under any of its employee benefit plans, director’s and officer’s liability insurance policy now or previously in force; (De) any Claim to claims (i) for accrued or vested benefits under any Company health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder arrangement of the Company or any of its affiliates, Affiliated Group and (Fii) any Claims that cannot be waived by private agreement under for earned but unused vacation pay through the date of termination in accordance with applicable law. Executive further agrees that any payments to be provided by policy of the Company Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any applicable policy of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawCompany Affiliated Group.

General Release. ExecutiveIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), on behalf as applicable of Executive and Executive’s heirsthe Employment Agreement, executors, administrators, successors and assigns, hereby voluntarily, Employee agrees to unconditionally, irrevocably and absolutely releases irrevocably, and forever discharges fully release, waive, and discharge the Company Bank and its the Company, and each and all of their past, present present, and future parentsparent companies, subsidiaries, related entities, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and successors, assigns, and each of their respective officers, directors, managers, employees, directorsmembers, agentsshareholders, owners, representatives, attorneys, insurers, benefit plans, benefit plan administratorsreinsurers, and all agents (and the past, present, and future officers, directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of their any such parent companies, subsidiaries, related entities, affiliates, predecessors, successors successors, and assigns assigns) (collectively, collectively the “Released Parties”) from and against any and all claims, actions and actions, causes of action, rightssuits, demands, contracts, agreements, obligations, demandslosses, debtscompensation, promiseswages, damagespenalties, liabilities, suitsrights, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary and damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any kind or nature whatsoever in law and in equity and any other liabilitieswhatsoever, in each case, whether known or unknown, suspected foreseen or unsuspected unforeseen, which Employee ever had, now has or may claim to have against any or all of the Released Parties for, upon or by reason of any nature whatsoever (collectivelyfact, “Claims”) (i) arising on matter, injury, incident, circumstance, cause or prior thing whatsoever, from the beginning of time up to and including the date upon which Executive signs of Employee's execution of this Agreement and (ii) Release Agreement, including, without limitation, any claim or obligation arising from or in any way related to Executive’s Employee's employment with the Bank or the Company, the termination of employment with any that employment, or an alleged breach of the Released PartiesEmployment Agreement. This General Release specifically includes, in each casebut is not limited to, that Executive ever hadany claim for discrimination or violation of any statutes, now hasrules, regulations or may hereafter have against any Released Party (the “Released Claims”)ordinances, whether federal, state or local, including, but not limited to, (x) any Claims under Title VII of the Federal Civil Rights Act, the Age Discrimination in Employment Act of 1967Act, as amendedthe Reconstruction Era Civil Rights Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to waive the applicable rules provisions and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source protections of law; provided, however, that the Released Claims will not include (A) the obligations Section 1542 of the Company under this Agreement or the obligation of the Company to pay the Severance BenefitsCalifornia Civil Code, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.which reads:

General Release. ExecutivePursuant to this General Release of Claims (this “Agreement”), on behalf of Executive and Executive’s Employee, for himself, his heirs, administrators, representatives, executors, administrators, successors and assigns, assigns (each a “Releasor”) hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally releases, acquits and forever discharges the Company Mattersight Corporation (“Company”) and its past, present and future parents, affiliates, direct or indirect subsidiaries, portfolio divisions, affiliates and related companies and investmentsor entities, regardless of its or their form of business organization (the “Company Entities”), any predecessors, successors, joint ventures, and each parents of their predecessors, successors and assignsany Company Entity, and each any and all of their respective past or present shareholders, partners, directors, officers, employees, directorsconsultants, independent contractors, trustees, administrators, insurers, agents, attorneys, insurersrepresentatives and fiduciaries, benefit plansincluding without limitation all persons acting by, benefit plan administratorsthrough, and all under or in concert with any of their predecessorsthem (all, successors and assigns (collectively, the “Released Release Parties”) from any and all manner of actions, causes of actions, demands, claims, actions agreements, promises, debts, lawsuits, liabilities, rights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and causes fees whatever (including without limitation attorneys’ fees and costs), arising out of or relating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever whether arising in law and in equity and any other liabilitiesor equity, in each case, whether known or unknown, suspected xxxxxx or unsuspected of inchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any nature whatsoever claim for discrimination based upon race, color, ethnicity, sex, age (collectively, “Claims”) (i) arising on or prior to including the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967), as amendednational origin, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) religion, disability, or any other federalunlawful criterion or circumstance, statewhich Employee and any Releasor had, local now have, or other lawmay have in the future against each or any of the Released Parties from the beginning of time until the date of this Agreement (individually, regulation“Claim,” and collectively, ordinance, constitutional provisions, executive order or other source of law“Claims”); provided, howeverthat this Agreement shall not apply to, that the Released Claims will not include (A) the obligations of nor release the Company under this Agreement or the from, any obligation of the Company contained in Employee’s Executive Employment Agreement dated as of [insert date] (as amended or supplemented from time to pay time, the Severance Benefits, (B“Employment Agreement”) the obligations that arises due to Employee’s termination of the Company to continue to provide indemnification to Executive as provided in employment with the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under . The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Employee expressly agrees that he is not entitled to, and shall not receive, any other agreement providing for indemnification rights, (C) further recovery of any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of kind from the Company or any of its affiliates or as an administrator under the other Release Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of its employee benefit plansthe other Release Parties shall have any further monetary or other obligation of any kind to Employee, (D) including any Claim obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of employment with the Company or any of its affiliates, the other Release Parties and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments he will not be deemed an admission of liability apply for or wrongdoing by otherwise seek employment with any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawthem.

General Release. ExecutiveFor and in consideration of the severance payments and other benefits provided in Section 6(d) of the Employment Agreement, dated May 17, 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (the “Company”) and myself, and other good and valuable consideration, I, for and on behalf of Executive myself and Executive’s my heirs, administrators, executors, administrators, successors and assigns, effective the date hereof, do hereby voluntarily, unconditionally, irrevocably and absolutely releases fully and forever discharges release, remise and discharge the Company and Company, its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each the direct and indirect parents, subsidiaries and affiliates of the Company, together with their respective officers, employees, directors, agentspartners, attorneysshareholders, insurersmembers, benefit plansmanagers, benefit plan administrators, employees and all of their predecessors, successors and assigns agents (collectively, the “Released PartiesGroup”) ), from any and all Claims (as defined below) which I had, may have had, or now have against the Company and/or any other member of the Group, for or by reason of any matter, cause or thing whatsoever, including any Claim arising out of or attributable to my employment or the termination of my employment with the Company, including but not limited to Claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. This release of Claims includes, but is not limited to, all Claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. As used in this Release, the term “Claims” shall include all claims, actions and covenants, warranties, promises, undertakings, actions, suits, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, accounts, judgments, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known of whatsoever kind or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Partiesnature, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order equity or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawotherwise.

General Release. ExecutiveAs further inducement to Lender to enter into this Agreement, on behalf of Executive Loan Parties hereby release Lender as follows: (a) Loan Parties and Executive’s their heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company assigns and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsheirs, successors and assigns (collectively, the “Released Releasing Parties”) do hereby release, acquit and forever discharge Lender and any other present or future holder of a legal or equitable interest in the Loan, and their respective parents, affiliates, subsidiaries, successors in interest, transferees, assigns, officers, directors, employees, managers, attorneys, accountants, agents, and servants, and each of them, in all capacities, including individually (collectively “Lender Parties”) of and from any and all claims, actions and demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, rightsdebts, obligationssums of money, demandsaccounts, debtscompensation, contracts, controversies, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ feescosts, losses and expenses of every type, kind, nature, description, or liabilities of any nature whatsoever in law and in equity and any other liabilitiescharacter, in each case, whether known or unknown, suspected or unsuspected of unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in any nature whatsoever way, have, prior to the Effective Date whether or not they are connected with or related to the Loan Documents, the Combination LOI or otherwise (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, . (xb) any Claims under The agreement of the Federal Age Discrimination in Employment Act of 1967Releasing Parties, as amendedset forth in the preceding subparagraph (a) shall inure to the benefit of the successors, assigns, insurers, administrators, agents, employees, and the applicable rules representatives of Lender. (c) Each Releasing Party acknowledges and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, agrees that the Released Claims will not include include, among other things, any claims for fraud, promissory fraud, or any other claim arising from any oral or written promises, representations, assurances, agreements, statements or advice (A) the obligations including without limitation any such promises or other statements that are inconsistent with any of the Company under provisions of this Agreement or the obligation any of the Company other Loan Documents) made or given or allegedly made or given by any officer, employee, agent, attorney or other representative of any Released Party that are or were false or allegedly false or that were made or allegedly made without intent to pay perform the Severance Benefitssame. (d) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have had the opportunity to obtain the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (Be) Each Releasing Party acknowledges that the obligations foregoing release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party’s favor at the time of executing this Agreement, regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party’s decision to enter into this Agreement. (f) Each Releasing Party warrants and represents that he or it is the sole and lawful owner of all right, title and interest in and to all of the Company respective Released Claims released hereby and that he or it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to continue assign or transfer to provide indemnification to Executive as provided in the Company’s any person or entity any such claim or any portion thereof. If any Releasing Party shall have assigned or transferred, or purported to assign or transfer, any Released Claim released by this release, then such Releasing Party shall indemnify the Lender Parties and hold the Lender Parties harmless from and against any loss, cost, claim or expense including but not limited to all costs related to the defense of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverageaction, including with respect to any claims made reasonable attorneys’ fees, based upon, arising out of, or threatened against Executive in Executive’s capacity incurred as a director, manager, officer result of any such assigned or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, transferred Released Claim. (Dg) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that canThis release is not be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any construed and all Released Claims. The provision of such payments will does not be deemed constitute an admission of liability on the part of Lender. This release shall constitute an absolute bar to any Released Claim of any kind, whether such claim is based on contract, tort, warranty, mistake or wrongdoing by any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them to the Released Parties. Notwithstanding provisions of applicable law setting forth the foregoingremedies for the bringing of groundless, nothing in this Agreement shall prohibit Executive from confidentially frivolous or otherwise communicating baseless claims or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawcauses of action.

General Release. ExecutiveEffective upon and subject to the occurrence of the Closing, the Company, ASOF and Phoenix (the “Releasing Parties”), each on behalf of Executive itself and Executive’s heirsits successors, assigns, affiliates, representatives, administrators, executors, administratorstrustees, successors beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and assignsagents do hereby unconditionally and irrevocably release, hereby voluntarily, unconditionally, irrevocably and absolutely releases waive and forever discharges discharge: (i) each of the Company other Releasing Parties and its past(ii) each of the other Releasing Parties’ respective past and present successors, present and future parentsassigns, affiliates, subsidiariesrepresentatives, portfolio companies and investmentsadministrators, and each of their predecessorsexecutors, successors and assignstrustees, and each of their respective beneficiaries, officers, directors, stockholders, partners, members, managers, employees, directors, agents, attorneys, insurersfinancial advisors, benefit plansauthorized persons, benefit plan administratorsaccountants and agents (the Persons set out in clauses (i)-(ii), and all of their predecessors, successors and assigns (collectively, collectively the “Released Parties”) from any and all claims, actions and causes of actionobligations, rightssuits, obligationsjudgments, damages, demands, debts, promisesrights, damagescauses of action, liabilitieschoses in action, suitsproceedings, controversiesagreements and liabilities whatsoever (“Claims”) in connection with, actionsarising out of, crossclaimsor related in any way to: (A) the Existing Unsecured Notes, counterclaims(B) the Existing Unsecured Notes Indenture, compensatory damages, liquidated damages, punitive (C) the Agreement or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, (D) the Refinancing; in each casecase whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, suspected foreseen or unsuspected of unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based in whole or part on any nature whatsoever act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released ClaimsMatters”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the foregoing shall not be deemed to release, affect, limit, waive or modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever arising under any contract or agreement entered into by a Released Claims will not include Party on or after the Closing Date, including (Aa) the New Revolving Credit Agreement, (b) the New First Lien Credit Agreement, (c) the New Second Lien Credit Agreement, (d) the New Third Lien Notes Indenture, (e) the Warrant Agreements, (f) the Intercreditor Agreement, (g) the Shareholders’ Agreement, (h) the Note Purchase Agreement, (i) the Designation Certificate, (j) the Management Employment Agreements and (k) all documents related to the foregoing; (2) the rights of such Releasing Party to enforce the Agreement and the Transaction Documents delivered or executed in connection therewith against the persons who executed the Agreement or any of the Transaction Documents, as applicable (including, for the avoidance of doubt, the right of the Supporting Noteholders and the Company to enforce any indemnification obligations under Section 7.01 of the Agreement and the rights of the Company under this Agreement or the obligation and Supporting Noteholders to enforce Section 8.02 of the Company to pay the Severance Benefits, Agreement); (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F3) any Claims that cannot be waived or released by private agreement under applicable law. Executive further agrees that operation of Applicable Law; or (4) any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction act or omission arising out of any and all Released Claims. The provision of such payments will not be deemed an admission of liability Party’s gross negligence or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawwillful misconduct.

General Release. a. In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, Executive, on behalf of Executive himself and Executive’s his agents, heirs, executors, administrators, successors and assigns, hereby voluntarilyknowingly and voluntarily releases, unconditionallyremises, irrevocably and absolutely releases and forever discharges the Company and its pastCompany, present and future parentsForterra, affiliatesForterra US Holdings, subsidiariesLLC, portfolio companies and investmentsConcrete Holdings, and each of their predecessorsLone Star Fund IX (U.S.), successors and assignsL.P., Xxxxxx Advisors, L.P., and each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, employees, directors, agentspartners, shareholders, attorneys, insurersagents, benefit plans, benefit plan administratorsrepresentatives and employees, and all each of their predecessorsrespective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or his representative, individual or any other capacity (each a “Releasee” and, collectively, the “Released PartiesReleasees”) ), to the fullest extent permitted by law, from any and all claims, actions and causes of action, rights, obligationsdebts, demands, debtsactions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, costs, expenses, omissions, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damagesand all claims and liabilities whatsoever, claims for costs of every name and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casenature, known or unknown, suspected or unsuspected of any nature whatsoever unsuspected, both in law and equity (collectively, the “Claims”) (i) arising on or prior ), including but not limited to the date upon those which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of the Executive’s employment with the Company, the cessation thereof, the Award Agreement, the LTIP, or any Released Party other matter, cause or thing whatsoever relating thereto arising from the beginning of time to the time he signs this Agreement (the “Released ClaimsGeneral Release”). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, (x) any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Federal Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, and 1967 (the applicable rules and regulations promulgated thereunder (“ADEA”) ), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and (y) Medical Leave Act, the Executive Retirement Income Security Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Releasee and to any Claims fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters. b. Executive intends that this General Release extend to any and all Claims of any kind or character related to the Company or any Releasee, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims. c. Executive represents and warrants that Executive has not filed, and Executive will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Releasee, concerning any event occurring prior to the signing of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agencies”) or limits Executive’s ability provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other law, regulation, ordinance, constitutional provisions, executive order individual remedies. This Agreement does not limit or other source prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law; provided. Furthermore, however, that the Released Claims will not include (A) the obligations if Executive makes a confidential disclosure of the Company under this Agreement any trade secret or the obligation confidential information of the Company to pay a government official or an attorney for the Severance Benefitssole purpose of reporting or investigating a suspected violation of law, (B) the obligations of the Company to continue to provide indemnification to or in a court filing under seal, Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed held liable under this Agreement, the Employment Agreement, the Award Agreement, or under any federal or state trade secret law for such a disclosure. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Released PartiesReleasees. Notwithstanding the foregoing, Executive also hereby agrees that nothing contained in this Agreement shall prohibit constitute or be treated as an admission of liability or wrongdoing by any of the Releasees. d. Nothing in this Section 4 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement, (ii) Executive’s rights, if any, to any vested benefits as of Executive's last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive from confidentially is a participant, or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so (iii) any Claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance. e. Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any Claims that Executive may now have or in the past had against any of the Releasees and that Executive has not assigned, transferred, or purported to assign or transfer any such Claim to any person or entity.

General Release. a. In exchange for the Separation Benefits provided to Executive under this Agreement, Executive, on behalf of Executive Executive, and Executive’s heirs, executors, administratorspersonal representatives, successors administrators and assigns, hereby voluntarilyirrevocably, unconditionallyknowingly and unconditionally releases, irrevocably remises and absolutely releases and forever discharges the Company, its parents, all current or former affiliated or related companies of the Company and its pastparent, present and future parentspartnerships, affiliatesor joint ventures, subsidiariesand, portfolio companies and investments, and with respect to each of their predecessorsthem, successors all of the Company’s or such related entities’ predecessors and assignssuccessors, and and, with respect to each of their respective such entity, its officers, directors, managers, employees, directorsequity holders, agents, attorneys, insurers, benefit plans, benefit plan administrators, advisors and all of their predecessors, successors and assigns counsel (collectively, the “Released Company Parties”) from any and all claimsknown and unknown actions, actions and causes of action, rightscharges, obligationscomplaints, claims, damages, demands, debts, promiseslawsuits, damagesrights, understandings, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities obligations of any kind, nature whatsoever in law and in equity and any other liabilities, in each caseor description whatsoever, known or unknown, suspected or unsuspected of any nature whatsoever unknown (collectively, the “Claims”) (i) ), arising on out of or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related relating to Executive’s employment with the Company and/or the separation of Executive from the Company through the Revocation Period Expiration Date. b. This general release of Claims by Executive includes, without limitation, (i) all Claims based upon actions or omissions (or alleged actions or omissions) that have occurred up to and including the date of this Agreement, regardless of ripeness or other limitation on immediate pursuit of any Claim in the absence of this Agreement; (ii) all Claims relating to or arising out of Executive’s employment with and separation from the Company; (iii) all Claims (including Claims for discrimination, harassment, and retaliation) arising under any federal, state or local statute, regulation, ordinance, or the common law, including without limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Equal Pay Act, the Fair Labor Standards Act, 42 U.S.C. § 1981, and any other federal or state law, local ordinance or common law, including for wrongful discharge, breach of implied or express contract, intentional or negligent infliction of emotional distress, defamation, harassment, discrimination, or other tort; and (iv) all Claims for reinstatement, attorney’s fees, interest, costs, wages or other compensation. c. Executive agrees that there is a risk that each and every injury which Executive may have suffered by reason of Executive’s employment relationship might not now be known, and there is a further risk that such injuries, whether known or unknown at the date of this Agreement, might become progressively worse, and that as a result thereof further damages may be sustained by Executive; nevertheless, Executive desires to forever and fully release and discharge the Company Parties, and Executive fully understands that, by the execution of this Agreement, no further claims for any such injuries may ever be asserted. d. This general release does not release any Claim that relates to: (i) Executive’s right to enforce this Agreement; (ii) any rights Executive may have to indemnification from personal liability or to protection under an insurance policy maintained by the Company, including without limitation any general liability, EPLI, or directors and officers insurance policy; (iii) Executive’s right, if any, to government-provided unemployment and worker’s compensation benefits; (iv) Executive’s rights under any Company employee or executive benefit plans (e.g., health, disability or retirement plans), which by their explicit terms survive the termination of Executive’s employment; or (v) any other rights that cannot be waived as a matter of applicable law. Nothing in this Section 4, or elsewhere in this Agreement, prevents or prohibits Executive from filing a claim or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or any other federal, state or local government agency or commission, including providing documents or other information, without notice to the Company. Although Executive acknowledges and agrees that Executive shall not be entitled to further monetary compensation from the Company Parties, nothing in this Agreement limits Executive’s right to receive a monetary award from a government-administered whistleblower award program, including but not limited to those administered by OSHA, the SEC (pursuant to Section 21F of the Exchange Act of 1934, as amended), or any other government agencies, for information provided by Executive. Moreover, no part of this Agreement is intended to interfere with any right (as granted by statute, ordinance, regulation, or case law) to disclose truthful facts about unlawful violation of workplace policies. e. Executive agrees that the consideration set forth in Sections 2 and 3 above and Section 4(g) below shall constitute the entire consideration provided under this Agreement, and that Executive will not seek from the Company Parties any further compensation or other consideration for any claimed obligation, entitlement, damage, cost or attorneys’ fees in connection with the matters encompassed by this Agreement. f. Executive understands and agrees that, if any facts with respect to this Agreement or Executive’s prior treatment by or employment with the Company are found to be different from the facts now believed to be true, Executive expressly accepts, assumes the risk of, and agrees that this Agreement shall remain effective notwithstanding such differences. Executive agrees that the various items of consideration set forth in this Agreement fully compensate for said risks, and that Executive will have no legal recourse against the Company in the event of discovery of a difference in facts. g. Executive agrees to the release of all known and unknown claims, including expressly the waiver of any rights or claims arising out of the Released PartiesFederal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and in each caseconnection with such waiver of ADEA claims, and as provided by the Older Worker Benefit Protection Act, Executive understands and agrees as follows: i. Executive has the right to consult with an attorney before signing this Agreement, and is hereby advised to do so; ii. Executive shall have a period of [If part of broad layoff: forty-five (45)] [OR] [Otherwise: twenty-one (21)] days from the Termination Date (or from the date of receipt of this Agreement if received after the Termination Date) in which to consider the terms of the Agreement (the “Review Period”). Executive may at Executive’s option execute this Agreement at any time during the Review Period. If Executive does not return the signed Agreement to the Company prior to the expiration of the [If part of broad layoff: 45-day] [OR] [Otherwise: 21-day] period, then the offer of severance benefits set forth in this Agreement shall lapse and shall be withdrawn by the Company. Executive may take less than the twenty-one (21) days if Executive so chooses, but, if Executive wishes to do so, Executive must initial and date here (______________); iii. Executive may revoke this Agreement at any time during the first seven (7) days following Executive’s execution of this Agreement, and this Agreement and release shall not be effective or enforceable until the seven-day period has expired (“Revocation Period Expiration Date”). Notice of a revocation by Executive must be made to the designated representative of the Company (as described below) within the seven (7) day period after Executive signs this Agreement. If Executive revokes this Agreement, it shall not be effective or enforceable. Accordingly, the “effective date” of this Agreement shall be on the eighth (8th) day after Executive signs the Agreement and returns it to the Company, and provided that Executive ever haddoes not revoke the Agreement during the seven (7) day revocation period. This revocation period is not waivable; iv. if Executive signs this Agreement, now has, or Executive specifically waives any rights Executive may hereafter have against any Released Party (the “Released Claims”)Company Parties, including, but not limited to, (x) any Claims rights or claims which may have arisen under the Federal Age Discrimination in Employment Act ADEA as a result of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of employment with the Company or any termination of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as employment; v. a current or former shareholder significant portion of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be Separation Benefits is in full satisfaction consideration for release of any and all Released Claimsclaims or rights under the ADEA; and vi. The provision of such payments will not be deemed this waiver is an admission of liability or wrongdoing by any exchange for considerations consisting of the Released Parties. Notwithstanding the foregoingSeparation Benefits, nothing in this Agreement shall prohibit to which Executive from confidentially or is not otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawentitled.

General Release. (a) The Executive, on behalf of the Executive and anyone claiming through the Executive’s heirs, executorshereby agrees not to xxx the Company or any division, subsidiary, affiliate or other related entity of the Company (whether or not such entity is wholly owned) or any of the past, present or future directors, officers, administrators, successors and assignstrustees, hereby voluntarilyfiduciaries, unconditionallyemployees, irrevocably and absolutely releases and forever discharges agents, attorneys or shareholders of the Company and its pastor any of such other entities, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their or the predecessors, successors and assigns, and each or assigns of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all any of their predecessors, successors and assigns them (collectively, hereinafter referred to as the “Released Parties”) ), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all claims, actions and causes of action, rightslawsuits, obligations, demandsliabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages judgments and any other damages, claims for costs and attorneys’ fees, losses or liabilities demands of any nature whatsoever whatsoever, in law or in equity, both known and in equity and any other liabilities, in each case, known or unknown, suspected asserted or unsuspected not asserted, foreseen or unforeseen, which the Executive ever had or may presently have against any of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) Released Parties arising from or the beginning of time up to and including the effective date of this Release and Noncompetition Agreement, including, without limitation, all matters in any way related to the Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of by the Company or any of its affiliates affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or as an administrator under any cessation of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Executive’s employment with the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of including, without limitation, any and all Released Claims. The provision claims arising under the Civil Rights Act of such payments will not 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, each as may be deemed an admission of liability amended from time to time, or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and Noncompetition Agreement shall apply to, or release the Company from, (i) any obligation of the Company contained in the Agreement or (ii) any vested or accrued benefits pursuant to any employee benefit plan, program or policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other governmental agency Released Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or regulatory other obligation of any kind to the Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that the Executive has no present or future right to employment with the Company or any of the other Released Parties. (b) The Executive expressly represents and warrants that the Executive is the sole owner of the actual and alleged claims, demands, rights, causes of action and other matters that are released herein; that the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and that the Executive has the full right and power to grant, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawexecute and deliver the general release, undertakings and agreements contained herein.

General Release. Executive(a) Employee, on behalf of Executive himself and Executive’s his heirs, executors, administrators, successors and assigns, does hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally release, acquit and forever discharges the Company and its pastdischarge Longs Corporation, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administratorsLongs California, and all of their predecessorsrespective affiliates, successors stockholders, directors, officers, employees, representatives, successors, assigns, agents and assigns (collectively, the “Released Parties”) attorneys from any and all charges, complaints, grievances, claims, actions and liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, obligations, demands, debtscosts, promiseslosses, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages debts and any other damages, claims for costs and expenses (including attorneys’ feesfees and costs actually incurred), losses of whatever kind or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casenature, known or unknown, suspected or unsuspected of any nature whatsoever unsuspected, joint or several (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), includingwhich Employee has had or may hereafter claim to have had, but not limited toagainst any such persons or entities by reason of any matter, act, omission, cause or event whatever that has occurred up to and including the Effective Date other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes, without limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of Longs, (xii) all Claims arising from or relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the Effective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of right(s), including without limitation, any claim under (as amended) the Federal Age Discrimination in Employment Act of 1967, as amendedTitle VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Fair Employment and Housing Act, the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) California Labor Code, any other federal, statestate or local statute or law governing employment or the termination of employment, local and any Claim in contract or other lawtort. (b) For the purpose of implementing a full and complete release and discharge, regulationEmployee expressly acknowledges that this Agreement with the general release set forth in this Section 11 is intended to include in its effect, ordinancewithout limitation, constitutional provisionsall Claims which Employee does not know or suspect to exist in his favor at the time of execution of this Agreement, executive order or other source and that this Agreement and such general releases contemplate the extinguishment of law; provided, however, that the Released Claims will not include (A) the obligations all such Claims. Employee expressly waives and relinquishes all rights and benefits he may have under Section 1542 of the Company under this Agreement or the obligation of the Company to pay the Severance BenefitsCalifornia Civil Code which provides: 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, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

General Release. ExecutiveI, on behalf and each of Executive and Executive’s my respective heirs, executors, administrators, successors and assignsrepresentatives, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessorsagents, successors and assignsassigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Company Group”) and each of their respective officers, employees, directors, shareholders, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and actions, causes of action, rights, judgments, obligations, damages, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses accountings or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known whatever kind or unknown, suspected or unsuspected of any nature whatsoever character (collectively, “Claims”) ), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) arising my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date upon hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any I am entitled as of the Released Partiesdate of this Release under Sonic’s compensation and benefit plans, subject, in each case, that Executive ever hadto the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, now hasI hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, or may hereafter have against any Released Party (the “Released Claims”), including, including but not limited to, (x) any Claims all claims under Title VII of the Federal Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, as amendedexpress or implied; any provision of the Constitution of the United States or of any particular State; and any other law, and common or statutory, of the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, statestate or local human rights, local civil rights, wage and hour, wage payment, pension or other lawlabor laws, regulationrules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, ordinanceincluding all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, constitutional provisionspublic policy, executive order or other source negligence, retaliation, defamation, impairment of law; providedeconomic opportunity, howeverloss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided payments and benefits described in the CompanyEmployee’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsdated _____, 20__ (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coveragethe “Employment Agreement”), including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will shall be in full satisfaction of any and all Released Claims. The provision Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of such payments will not be deemed my employment relationship or my service as an admission of liability employee or wrongdoing by any officer of the Released Parties. Notwithstanding Company Group and the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawtermination thereof.

General Release. Executive, (a) Casablanca on behalf of Executive itself and Executive’s for all of its past and present affiliated, associated, related, parent and subsidiary entities, joint ventures and partnerships, successors, assigns, and the respective owners, officers, directors, partners, members, managers, principals, parents, subsidiaries, predecessor entities, agents, representatives, employees, shareholders, advisors, consultants, attorneys, heirs, executors, administrators, successors and assignsassigns of any said person or entity, hereby voluntarilysecurity holders of any said person or entity, unconditionallyand any other person claiming (now or in the future) through or on behalf of any of said persons or entities (collectively “Released Persons”), irrevocably and absolutely releases unconditionally releases, settles, acquits and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsits Released Persons, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, promisesdues, damagessums of money, liabilitiesexpenses, suitsspecialties and fees and costs (whether direct, controversiesindirect or consequential, actionsincidental or otherwise including, crossclaimswithout limitation, counterclaimsattorney’s fees or court costs, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of whatever nature) incurred in connection therewith of any nature whatsoever in law and in equity and any other liabilitieskind whatsoever, in each case, whether known or unknown, suspected or unsuspected unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common law or the laws of any nature whatsoever other relevant jurisdiction (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), includingbased on any event, but not limited tofact, (x) act, omission, or failure to act by the Company or any Claims under of the Federal Age Discrimination in Employment Act Company’s Released Persons, whether known or unknown, occurring or existing prior to the execution of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of lawthis Agreement; provided, however, that the Released this release and waiver of Claims will shall not include (A) Claims to enforce the obligations terms of this Agreement; provided, further, that this waiver and release of Claims shall not prohibit Casablanca’s receipt of proceeds in any class action lawsuit initiated by a person unaffiliated with Casablanca on the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive same basis as provided in the Company’s other non-initiating stockholders within such class. (b) The Company on behalf of itself and for all of its Released Persons irrevocably and unconditionally releases, settles, acquits and forever discharges Casablanca and all of Casablanca's Released Persons from any and all Claims based on any event, fact, act, omission, or failure to act by Casablanca or any of its affiliateCasablanca’s governing documents Released Persons, whether known or unknown, occurring or existing prior to the execution of this Agreement; provided, however, this release and waiver of Claims shall not include Claims to enforce the terms of this Agreement. (c) The Parties acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Claims. Each of the Parties knows that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as otherwise agreed full and complete releases with Executive under regard to the Employment Agreement Claims notwithstanding the discovery or existence of any other agreement providing for indemnification rightssuch additional or different claim or fact. To that end, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a directorthe Claims only, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, each Party expressly waives and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of relinquishes any and all Released Claimsprovisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party might have affected its settlement. The provision Parties acknowledge and agree that the inclusion of such payments will not be deemed an admission this Section 5 was separately bargained for and is a material term of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawAgreement.

General Release. ExecutiveAs a condition of receiving the Separation Benefits, you, on your own behalf and on behalf of Executive and Executive’s your successors, heirs, executorsbeneficiaries, administratorsagents, assigns, and representatives, voluntarily agree to waive and release the Company and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and together with each of their predecessorsthose entities’ respective employee benefit plans and programs and the administrators and fiduciaries of such plans and programs, successors current and assignsformer owners, and each of their respective officers, directors, partners, employees, directors, agents, attorneysrepresentatives, insurersfiduciaries, benefit plans, benefit plan insurers and reinsurers and administrators, and all of both individually or in their predecessors, successors and assigns business capacity (collectively, the “Released PartiesReleasees”) ), from any and all claims, actions and demands, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsgrievances, wages, vacation payments, severance payments, obligations, demandscommissions, overtime payments, debts, promisesprofit sharing claims, expenses, damages, liabilitiesjudgments, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages orders and any other damages, claims for costs and attorneys’ fees, losses or liabilities of whatever kind or nature in state, provincial or federal law, equity or otherwise, whether known or unknown to you (collectively, the ”Claims”), which you now own or holds or have at any nature whatsoever in law time owned or held as against Releasees, or any of them, including specifically but not exclusively and in equity without limiting the generality of the foregoing, any and any other liabilities, in each case, all Claims known or unknown, suspected or unsuspected of any nature whatsoever unsuspected: (collectively, “Claims”) (i1) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination out of your employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under the termination of such employment; (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Releasees, or any of its employee benefit plansthem, committed or omitted on or before the date this Agreement is executed by you; and/or (D3) any Claim relating to vested benefits under any Company employee benefit plan the enforceability or equity incentive planreasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (Edefined in Section 6(a) any Claim Executive may have as a current below) or former shareholder in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this Agreement or the indemnification obligations of the Company and its affiliates as set forth in Section 9 of this Agreement. Also, without limiting the generality of the foregoing, you specifically release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in this Agreement, you retain the right to file a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Occupational Safety and Administration Board (OSHA), the Securities and Exchange Commission (SEC), or any other federal, state or local civil rights agency or to participate in the investigation of its affiliatessuch charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any damages awarded under any class action, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction EEOC charge, or state civil rights agency complaint or as a result of any and all Released Claimsfederal, state or local administrative agency action. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoingAdditionally, nothing in this Agreement shall prohibit Executive prohibits or restricts you from confidentially or otherwise communicating or filing a charge or complaint with a federalthe Securities and Exchange Commission (SEC), statethe Financial Industry Regulatory Authority (FINRA), local or any other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to communicate with any securities regulatory agency or authority or otherwise participate in any investigation or proceeding that may be conducted by any governmental agency in connection with reporting a possible securities law violation without notice to the Company. This Agreement does not limit your right to receive an award for information provided to the SEC staff or any other securities regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawauthority.

General Release. Executive(a) For good and valuable consideration, on behalf the receipt of Executive which is hereby acknowledged, Xx. Xxxxxxxx for himself and Executive’s for his heirs, executors, administrators, successors trustees, legal representatives and assignsassigns (hereinafter, collectively referred to as ("Releasors"), hereby voluntarilyforever release and discharge VITEX, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its or any of VITEX's past, present and or future parentsparent entities, partners, subsidiaries, affiliates, subsidiariesdivisions, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, employee benefit plans, benefit plan administrators, and all of their predecessorsand/or pension plans or funds, successors and assigns and any of its or their past, present or future directors, officers, attorneys, agents, trustees, administrators, employees, or assigns (collectively, the “Released Parties”whether acting as agents for VITEX or in their individual capacities) (collectively referred to as "Releasees") from any and all claims, actions and demands, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature kind whatsoever in law and in equity and (upon any other liabilitieslegal or equitable theory, in each casewhether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, suspected or unsuspected by reason of any nature whatsoever (collectivelyact, “Claims”) (i) arising on omission, transaction or prior to the date upon occurrence which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive Releasors ever had, now hashave or hereafter can, shall or may hereafter have against Releasees up to and including the Agreement Effective Date, as defined in Paragraph 10(c) below. Without limiting the generality of the foregoing, Releasors hereby release and discharge Releasees from: (i) any Released Party and all claims relating to Xx. Xxxxxxxx'x employment by VITEX, the terms and conditions of such employment, the employee benefits related to his employment and/or his separation from such employment; (ii) any and all claims of employment discrimination and/or retaliation under any federal, state or local statute or ordinance, including without limitation, any and all claims under Title VII of the “Released Claims”)Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act; the New York State Human Rights Law; and the New York City Human Rights Law; (iii) any and all claims for wrongful discharge and/or breach of employment contract (including, but not limited to, (xto the Employment Agreement) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents claims related to compensation or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coveragebenefits, including with respect to any claims made for bonus or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, deferred payments; (Div) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision claims for defamation, libel or slander against any Releasees; and (v) any and all claims for attorney's fees, costs disbursements and the like; which Releasors ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of such payments will not be deemed an admission of liability any act, omission, transaction or wrongdoing by any occurrence up to and including the date of the Released Parties. Notwithstanding the foregoing, nothing in execution of this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawAgreement.

General Release. ExecutiveI, on behalf and each of Executive and Executive’s my respective heirs, executors, administrators, successors and assignsrepresentatives, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessorsagents, successors and assignsassigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Company Group”) and each of their respective officers, employees, directors, shareholders, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and actions, causes of action, rights, judgments, obligations, damages, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses accountings or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known whatever kind or unknown, suspected or unsuspected of any nature whatsoever character (collectively, “Claims”) ), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) arising my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date upon hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any I am entitled as of the Released Partiesdate of this Release under Sonic’s compensation and benefit plans, subject, in each case, that Executive ever hadto the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, now hasI hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, or may hereafter have against any Released Party (the “Released Claims”), including, including but not limited to, (x) any Claims all claims under Title VII of the Federal Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, as amendedexpress or implied; any provision of the Constitution of the United States or of any particular State; and any other law, and common or statutory, of the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, statestate or local human rights, local civil rights, wage and hour, wage payment, pension or other lawlabor laws, regulationrules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, ordinanceincluding all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, constitutional provisionspublic policy, executive order or other source negligence, retaliation, defamation, impairment of law; providedeconomic opportunity, howeverloss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided payments and benefits described in the CompanyEmployee’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsdated , 20 (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coveragethe “Employment Agreement”), including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will shall be in full satisfaction of any and all Released Claims. The provision Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of such payments will not be deemed my employment relationship or my service as an admission of liability employee or wrongdoing by any officer of the Released Parties. Notwithstanding Company Group and the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawtermination thereof.

General Release. Executive(a) For and in consideration of the grant of the Incentive Units hereunder, on behalf of Executive and Executive’s heirsthe Participant hereby releases, executorsacquits, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its pastAffiliates, present and future parents, affiliates, subsidiaries, portfolio companies and investmentspartners, joint venturers, owners, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administratorsmembers, and all of their predecessorsofficers, directors, employees, representatives, and agents, and all successors and assigns thereof (collectively, the each a “Released PartiesParty”) ), from any and all claims, actions and charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, obligationsentitlements, demandscosts, losses, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and expenses (including attorneys’ feesfees and legal expenses), losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to which the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, Participant now has, had, or may hereafter claim to have had against the Company or any other Released Party Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date the Participant executes the applicable Grant Agreement. (the “Released Claims”), includingb) The claims knowingly and voluntarily released herein include, but are not limited to, all (xi) claims relating in any Claims way to the Participant’s employment with the Company or any Affiliate, whether such claims are now known or are later discovered, including claims under the Federal Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 19671964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, and the Employee Retirement Income Security Act of 1974, as amended, and (ii) claims for breach of contract or infliction of emotional distress, (iii) claims under any other federal or state law pertaining to employment or employment benefits, (iv) claims relating to any rights to acquire Class A Units or Incentive Units or other Membership Interests in the applicable rules and regulations promulgated thereunder (“ADEA”) Company or options to acquire same, and (yv) any other federalclaims of any kind based on any contract, statetort, local or other lawordinance, regulation, ordinancestatute, constitutional provisions, executive order or other source of lawconstitution; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially be interpreted to release any claims which the Participant may have for workers compensation benefits. The Participant acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim based on any such act, omission, transaction, matter, or otherwise communicating event which has occurred or filing is alleged to have occurred up to the date the Participant executes this Agreement. (c) The Participant acknowledges that the Participant has read and understands this Agreement, that the Participant has been provided a charge or complaint period of twenty-one (21) calendar days to consider its terms, and that the Participant has been advised in writing to discuss its terms with a federal, state, local an attorney or other governmental agency advisor before executing it. This Agreement will not become effective and enforceable until seven (7) days after the Participant executes it. The Participant further understands that the Participant may revoke this Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to Xxxxx Xxx, General Counsel. If the end of such revocation period falls on a Saturday, Sunday or regulatory entitylegal holiday in the State of Georgia, participating the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in a governmental agency the State of Georgia. Notwithstanding anything contained herein to the contrary, the Participant understands and agrees that, if the Participant fails to sign this Agreement on or regulatory investigation before the expiration of twenty-one (21) days after the day the Participant received it, or giving truthful testimony if the Participant revokes the Agreement before the expiration of the revocation period, this Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and the Participant will not be entitled to a governmental agency receive any payments or regulatory entity if properly subpoenaed or benefits under this Agreement not otherwise required to do so under applicable lawpayable absent this Agreement.

General Release. ExecutiveI, on behalf and each of Executive and Executive’s my respective heirs, executors, administrators, successors and assignsrepresentatives, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessorsagents, successors and assignsassigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic, its subsidiaries and affiliates (the “Company Group”) and each of their respective officers, employees, directors, shareholders, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and actions, causes of action, rights, judgments, obligations, damages, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses accountings or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known whatever kind or unknown, suspected or unsuspected of any nature whatsoever character (collectively, “Claims”) ), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) arising my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date upon hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any I am entitled as of the Released Partiesdate of this Release under Sonic’s compensation and benefit plans, subject, in each case, that Executive ever hadto the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, now hasI hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, or may hereafter have against any Released Party (the “Released Claims”), including, including but not limited to, (x) any Claims all claims under Title VII of the Federal Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, as amendedexpress or implied; any provision of the Constitution of the United States or of any particular State; and any other law, and common or statutory, of the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, statestate or local human rights, local civil rights, wage and hour, wage payment, pension or other lawlabor laws, regulationrules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, ordinanceincluding all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, constitutional provisionspublic policy, executive order or other source negligence, retaliation, defamation, impairment of law; providedeconomic opportunity, howeverloss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided payments and benefits described in the CompanyEmployee’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightsdated , 20 (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coveragethe “Employment Agreement”), including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will shall be in full satisfaction of any and all Released Claims. The provision Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of such payments will not be deemed my employment relationship or my service as an admission of liability employee or wrongdoing by any officer of the Released Parties. Notwithstanding Company Group and the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawtermination thereof.

General Release. ExecutiveThis General Release (“Release”) is executed and delivered by Xxxxxxx X. Xxxxxxx (“Employee”) to and for the benefit of URS Corporation, on behalf a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of Executive URS Corporation (collectively, “Company”). In consideration of certain payments and Executive’s heirsbenefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into as of October 1, executors2013, administratorsbetween Employee and Company, successors and assignsas amended from time to time (the “Agreement”), the sufficiency of which Employee hereby voluntarilyacknowledges, unconditionallyEmployee hereby fully, irrevocably finally, completely and absolutely releases generally releases, absolves and forever discharges the Company Company, its predecessors, successors, subsidiaries, parents, related companies and its past, present and future parentsbusiness concerns, affiliates, subsidiariespartners, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employeestrustees, directors, officers, agents, attorneys, insurersservants, benefit plansrepresentatives and employees, benefit plan administratorspast and present, and all each of their predecessors, successors and assigns them (collectively, the hereinafter collectively referred to as “Released PartiesReleasees”) from any and all claims, actions and demands, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsgrievances, arbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, demandscommissions, overtime payments, workers compensation claims, debts, promisesprofit sharing or bonus claims, expenses, damages, liabilitiesjudgments, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or orders and/or liabilities of any whatever kind or nature whatsoever in law and in law, equity and any other liabilitiesor otherwise, in each case, whether known or unknownunknown to Employee, suspected which Employee now owns or unsuspected holds or has at any time owned or held as against Releasees, or any of any nature whatsoever them, through the date Employee executes this Release (collectively, “Claims”) (i) ), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from out of or in any way related connected to ExecutiveEmployee’s employment with or termination separation of employment with from Company, including any Claims based on contract, tort, wrongful discharge, fraud, breach of the Released Partiesfiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in each caseemployment, that Executive ever hadany and all acts or omissions in contravention of any federal, now has, state or may hereafter have against any Released Party local laws or statutes (the “Released Claims”), including, but not limited to, (x) federal or state securities laws, any Claims under deceptive trade practices act or any similar act in any other state and the Federal Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on local, state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended, and (the applicable rules and regulations promulgated thereunder (“ADEA”), the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or Company, all as amended. Employee represents that as of Employee’s execution of this Release, Employee has been paid all wages owed, has received all the leave and leave benefits and protections for which Employee is eligible, pursuant to the Family and Medical Leave Act or otherwise, and has not suffered any on-the-job injury for which Employee has not already filed a claim. Notwithstanding the above, Employee is (a) not releasing any claim that cannot be waived under applicable state or federal law and (yb) not releasing any rights that Employee has to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between Employee and the Company, or any directors’ and officers’ liability insurance policy of the Company. Further, nothing in this Release shall prevent Employee from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, and any other federaladministrative or government agency in any jurisdiction applicable to Employee or Company, stateexcept that Employee acknowledges and agrees that Employee shall not recover any monetary benefits in connection with any such claim, local charge or proceeding with regard to any Claims released herein. During the time Employee is entitled to any Change in Control Payment, Severance Payment or Severance Benefits, as defined and provided in the Agreement, Employee agrees (i) to assist, as reasonably requested by Company, in the transition of Employee’s responsibilities and (ii) not to, directly or indirectly, solicit or attempt to solicit any employee, independent contractor or consultant of Company to terminate or cease his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity. Employee agrees to cooperate with the Company in responding to the reasonable requests of the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its current or former affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Employee also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Employee in connection with any such proceedings, unless Employee is expressly prohibited by law from so doing. The failure by Employee to cooperate fully with the Company in accordance with this provision will be a material breach of the terms of this Agreement, which will excuse all commitments of the Company to provide severance or other law, regulation, ordinance, constitutional provisions, executive order or other source benefits to Employee under any agreement. The Company agrees to reimburse Employee for all reasonable out-of-pocket expenses Employee incurs in connection with the performance of lawEmployee’s obligations under this section; provided, however, that the Released Claims will such expenses shall not include attorneys fees, foregone wages or payment for services provided under this section. Without superseding any other agreements, including the Agreement, and obligations Employee has with respect thereto, (i) Employee agrees not to divulge or use, at any time, any information that might be of a confidential or proprietary nature relative to Company, and (ii) Employee agrees to keep confidential all information contained in this Release (except to the extent (A) the obligations of the Company under this Agreement or the obligation of the Company consents in writing to pay the Severance Benefitsdisclosure, (B) the obligations Employee is required by process of the law to make such disclosure and Employee promptly notifies Company to continue to provide indemnification to Executive as provided in the Company’s of receipt by Employee of such process, or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) such information previously shall have become publicly available other than by breach hereof on the part of Employee). Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any Claim under directors’ kind, and officers’ insurance or other fiduciary or liability coveragethis Release shall not be admissible as evidence in any proceeding except to enforce this Release. It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, grievances and causes of action, if any, as well as those relating to any other claims, demands, grievances and causes of action hereinabove specified, and elects to assume all risks for claims, demands, grievances and causes of action that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee represents that Employee is not aware of any claims other than the claims that are released by this instrument. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to any claims made or threatened against Executive the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in Executive’s capacity effect in all respects as a directorcomplete and general release as to all matters released herein, managernotwithstanding any such different or additional facts. Employee further acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, officer or employee of the Company or any of its affiliates or which states as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.follows:

General Release. Executivea. In exchange for the benefits provided by the Company, as set forth the Agreement (as applicable), the Participant, on behalf of Executive the Participant and Executivethe Participant’s agents, attorneys, assigns, heirs, executors, administrators, successors beneficiaries, and assignspersonal and legal representatives, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and any of its past, present and future parents, affiliates, subsidiaries, portfolio companies parents and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administratorsrelated or successor corporations or entities, and all of their predecessorsrespective present and former agents, successors directors, officers, shareholders, employees, owners, representatives, insurers, administrators, trustees, benefit plans and assigns programs (collectivelyand fiduciaries thereto), and attorneys (hereinafter referred to as the “Released Parties”) ), to the fullest extent permitted by law, from any and all losses, costs, expenses, liabilities, claims, actions and causes of actionaction (in law or in equity), rightssuits, obligations, demandsjudgments, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages rights and any other damages, claims for costs entitlements of every kind and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever description (collectively, “Claims”) (i) arising on or prior hereinafter collectively referred to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the as “Released Claims”), whether known or unknown, fixed or contingent, directly or indirectly, personally or in a representative capacity, that the Participant has now or may later claim to have had against the Company or any other Released Party by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time up to and including the date of execution of this General Release, including, without limitation, Released Claims arising out of the Participant’s employment or the termination of the Participant’s employment with the Company or any of its affiliates or subsidiaries. b. This general release includes, but is not limited to, all claims, manner of actions, causes of action (in law or in equity), suits or requests for attorneys’ fees and/or costs under the Employee Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Older Worker’s Benefits Protection Act (“OWBPA”); the Americans with Disabilities Act; the Rehabilitation Act of 1973; the Family and Medical Leave Act; the anti-retaliation provisions of the Fair Labor Standards Act; the Equal Pay Act; the Pregnancy Discrimination Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Occupational Safety and Health Act; the National Labor Relations Act; the Genetic Information Nondiscrimination Act of 2008; 42 U.S.C. §§ 1981 through 1988; any federal, state or local law regarding retaliation for protected activity or interference with protected rights; and any state or local law, including, but not limited to, (x) common law claims of outrageous conduct, intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination of employment, interference with employment relationship, civil rights, fraud and deceit and all other claims of any Claims under the Federal Age Discrimination in Employment Act of 1967type or nature, as amendedincluding, without limitation, all claims for damages, wages, compensation, vacation, reinstatement, medical expenses, punitive damages, and claims for attorneys’ fees. The Participant and the applicable rules Company intend that this release shall discharge all Released Claims against the Company and regulations promulgated thereunder (“ADEA”) all other Released Parties to the fullest and (y) any other federal, state, local or other maximum extent permitted by law. The Participant and the Company further agree that to the extent that the waiving of certain claims is prohibited as a matter of law, regulation, ordinance, constitutional provisions, executive order this General Release is not intended to waive any such claims. c. Except as necessary to enforce the Participant’s rights to any payments or other source of law; provided, however, that benefits due to the Released Claims will not include (A) Participant pursuant to the obligations terms of the Company under this Agreement or Agreement, the obligation of the Company Participant covenants and agrees not to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or bring any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened claim against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under other Released Party concerning any of its employee benefit plansthe matters covered by this General Release. In the event that the Participant breaches this promise, (D) and brings any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of claim against the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all other Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by Party concerning any of the Released Parties. Notwithstanding matters covered by this General Release, except as necessary to enforce the foregoingParticipant’s rights to any payments or benefits due to the Participant pursuant to the terms of the Agreement, nothing in this the Participant shall: (i) forfeit and tender back to the Company all of the payments and benefits provided to the Participant pursuant to the Agreement shall prohibit Executive from confidentially within ten (10) days (including, without limitation, any gain realized on the vesting, settlement, sale, transfer or otherwise communicating disposition of the outstanding equity awards held by the Participant on or following September 9, 2021) except for $100.00, unless the Participant’s action is based on the ADEA and/or OWBPA; (ii) provide the Company at least ten (10) days prior to filing any action written notice of any action or proceeding and a charge or copy of the complaint with a federal, state, local or other governmental agency or regulatory entitydocument by which such action is to be initiated; and (iii) hold the Company and any other Released Party harmless from any claim asserted in such action and indemnify the Company from all costs and expenses, participating including attorneys’ fees, arising from the defense of such claim, unless the Participant’s action is based on the ADEA and/or OWBPA in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable which case costs and expenses, including attorneys’ fees, are governed by federal law.

General Release. Executivea. As a material inducement to Brand to enter into this Agreement, Xxxxxxx, on behalf of Executive herself and Executive’s her heirs, executors, administrators, successors and assigns, does hereby voluntarily, unconditionally, irrevocably and absolutely releases unconditionally release, acquit and forever discharges the Company discharge Brand, and its past, present and future parents, affiliatesdivisions, subsidiaries, portfolio companies affiliates and investmentsall owners, and each of their stockholders, predecessors, successors and successors, assigns, and each of their respective agents, directors, officers, employees, directorsrepresentatives, agents, and attorneys, insurersacting by, benefit plansthrough, benefit plan administratorsunder or in concert with Brand or any parent, and all of their predecessorssubsidiary or related entity, successors and assigns (collectively, the “Released Parties”) from any and all charges, complaints, grievances, claims, actions and liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, obligations, demands, debtscosts, promiseslosses, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages debts and any other damages, claims for costs and expenses (including attorneys’ feesfees and costs actually incurred), losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected or unsuspected unsuspected, joint or several, which Xxxxxxx has had or may hereafter claim to have had, against Brand by reason of any nature whatsoever matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date (collectively, “Claims”); other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: (1) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) all Claims arising from or relating in any way related to Executive’s any act or failure to act by any employee of Brand, (2) all Claims arising from or relating in any way to the employment relationship of Xxxxxxx with Brand and/or the termination thereof, including any claims which have been asserted or termination could have been asserted against Brand, together with (3) any and all Claims which might have been asserted by Xxxxxxx in any suit, claim, or charge, for or on account of employment with any matter or things whatsoever that has occurred up to and including the date of this Agreement, under any and all laws, statutes, orders, regulations, or any other claim of right(s), including without limitation, Title VII of the Released PartiesCivil Rights Act of 1964, in each caseas amended, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder 1967 (“ADEA”) and (y) any other federalas set forth more fully in Section 22 of this Agreement), state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations Labor Code of the Company under this Agreement or the obligation State of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s New Hampshire or any Claim in contract or tort. b. As a material inducement to Xxxxxxx to enter into this Agreement, except in cases of its affiliate’s governing documents fraud, gross negligence or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rightscriminal actions, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliatesBrand, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of its divisions, subsidiaries, affiliates and all predecessors, successors, assigns and agents do hereby irrevocably and unconditionally release, acquit and forever discharge Xxxxxxx, from any and all Released charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, joint or several, which Brand has had or may hereafter claim to have had, against Xxxxxxx by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date (“Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing ”); other than those obligations set forth in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawAgreement.

General Release. As a material inducement to the Company and the Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the Executive, on behalf of Executive himself, his representatives, agents, estate, heirs, successors and Executive’s assigns, and with full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges the Company, the Parent, and their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their predecessors, successors, heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and actions, causes of action, rights, obligations, demands, debts, promises, damages, liabilitiesgrievances, suits, controversiescharges, actionsor complaints of any kind or nature whatsoever, crossclaimsthat he ever had or now has (through the Resignation Date), counterclaims, compensatory damageswhether fixed or contingent, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each caseunliquidated, known or unknown, suspected or unsuspected unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and subject to Paragraph 4 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any nature whatsoever claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (collectively42 U.S.C. § 1981); the Rehabilitation Act of 1973, “Claims”) as amended; the Employee Retirement Income Security Act of 1974, as amended (i) whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising on out of or prior involving his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the Released Partiesrelease and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), jurisdiction including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act State of 1967Kansas. The foregoing notwithstanding, as amended, the Company and the applicable rules Parent hereby acknowledge and regulations promulgated thereunder agree that the foregoing release shall not apply with respect to the Executive’s rights (“ADEA”i) to enforce the terms of this Agreement, (ii) vested benefits and (yiii) any other federal, state, local or other to the fullest extent permitted by law, regulationto indemnification, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations advancement and/or insurance coverage as an officer of the Company under this Agreement or and/or the obligation Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to pay which the Severance Benefits, (B) the obligations Executive is a party as of the Company date hereof, and in accordance with the law, if applicable, and to continue to provide indemnification to Executive as provided in continued coverage under the Company’s or any of and its affiliateParent’s governing documents or Directors and Officers liability insurance policies as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect in effect from time to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawtime.

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, which are set forth in that certain Employment Agreement, dated July 17, 2007 (the “Employment Agreement”) between Full House Resorts, Inc. (the “Company”) and Xxxxx Xxxxxxx (“Executive”), on behalf of Executive the Company, for itself and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and for (a) its past, present and future parents, affiliates, subsidiaries, portfolio companies related and investmentsaffiliated companies, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their (b) its predecessors, successors and assigns (collectivelyc) its current and past officers and directors, and (d) its agents and employees, and in each case does hereby release and forever discharge the “Released Parties”) Releasees” hereunder, consisting of Executive and his heirs and assigns, of and from any and all claimsmanner of action or actions, actions and cause or causes of action, rightsin law or in equity, obligationssuits, debts, liens, contracts, agreements, promises, liability, claims, demands, debts, promises, damages, liabilitieslosses, suitscosts, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ feesfees or expenses, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each casewhatsoever, known or unknown, suspected fixed or unsuspected of any nature whatsoever contingent (collectively, hereinafter called “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of which the Company or any of its affiliates subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees now have or as an administrator under any of its employee benefit plansmay hereafter have against the Releasees, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliatesthem, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction reason of any and all Released Claims. The provision matter, cause, or thing whatsoever from the beginning of such payments will not be deemed an admission of liability or wrongdoing by any of time to the Released Partiesdate hereof. Notwithstanding the foregoing, nothing this General Release shall not operate to release any Claims which the undersigned may have relating to or arising out of (i) Executive’s intentional, willful or reckless misconduct or (ii) Executive’s fraud or breach of fiduciary duty (the “Unreleased Claims”). The Company represents and warrants that there has been no assignment or other transfer of any interest in this Agreement shall prohibit Executive from confidentially any Claim (other than Unreleased Claims) which it may have against the Releasees, or any of them. The Company agrees that if it or any of its subsidiaries, related and affiliated companies, predecessors, successors, assigns, current and past officers and directors, agents and employees hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the Company agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or otherwise communicating responding to said suit or filing a charge Claim. The Company further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or complaint with a federalbe construed as an admission of any liability whatsoever by the Releasees, stateor any of them, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony who have consistently taken the position that they have no liability whatsoever to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawthe Company.

General Release. ExecutiveFor and in consideration for the Severance Benefits, and other good and valuable consideration the sufficiency of which is hereby acknowledged, on behalf of Executive Employee and ExecutiveEmployee’s heirs, family members, executors, administrators, successors and assigns, Employee hereby voluntarily, unconditionally, irrevocably fully and absolutely forever releases and forever discharges the Company (which for purposes of such waiver, release and discharge is deemed to include its past, present and future parentsformer officers, directors, employees, agents, investors, shareholders, administrators, representatives, affiliates, divisions, subsidiaries, portfolio companies general partner, parent corporations, predecessor and investments, and each of their predecessors, successors successor corporations and assigns) including, and each of their respective officerswithout limitation, employeesVolt Information Sciences, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, Inc. (“Volt”) and all of their predecessorsits subsidiaries, successors and assigns (collectively, the “Released Parties”) from any and all liability for any claim, duty, debt, obligation, cause of action or damages (collectively "claims"), actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, whether presently known or unknown, suspected or unsuspected unsuspected, that Employee may possess arising from any omission, act or fact that has occurred up to and including the date Employee signs this Agreement. Such released claims include, but are not limited to: (a) any claims for wages, separation pay, severance pay, bonuses, commissions, accrued vacation, personal days, holidays, vested and unvested stock options, automobile lease payments, attorneys fees, costs or expenses; (b) any other claims arising out of Employee’s employment with the Company or the termination thereof; (c) any nature whatsoever claims arising under the common law including, without limitation, all claims pursuant to public policy, tort law or the implied covenant of good faith and dealing; (collectivelyd) all claims arising under any agreement, “Claims”contract (express or implied), understanding or promise (whether oral or written) between Employee and the Company; (ie) any claims arising on under any federal, state or prior local constitution, statute, regulation or ordinance to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or extent such claims may hereafter have against any Released Party (the “Released Claims”)be validly waived, including, but not limited towithout limitation, (x) any Claims under Title VII of the Federal Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, the Equal Pay Act, as amended, the Family and Medical Leave Act of 1993, as amended; the applicable rules Worker Adjustment and regulations promulgated thereunder Retraining Notification Act; and/or any state equivalence of these identified federal statutes; any claims under N.Y. EXEC. LAW § 290 et seq. (“ADEA”prohibiting discrimination based on age (18+), race, creed, color, national origin (including ancestry), sexual orientation (actual or perceived), military status, sex, pregnancy, disability, predisposing genetic characteristics, marital status, arrest or conviction, and genetic information or testing) and and (yf) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or claim for any other agreement providing for indemnification rights, loss or damage; and (Cg) any Claim under directors’ and officers’ insurance rights or other fiduciary or liability coverage, including remedies you would otherwise be entitled to seek with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that canadministrative agency is not be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Partiesincluded herein. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially paragraph 3 is not intended to and will not be construed to: (i) impair any claim to indemnification and/or contribution you may have pursuant to applicable law or otherwise communicating the Company’s governance instruments for acts committed during the period of and within the scope of employment, or filing a charge or complaint with a federal(ii) impair your coverage, stateif any, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawany Company liability insurance policy.

General Release. Executive(a) For and in consideration of the payments to be made and the promises set forth under the Employment Agreement, on behalf of Executive I, for myself and Executive’s for my heirs, dependents, executors, administrators, successors trustees, legal representatives and assignsassigns (collectively referred to as “Releasors”), hereby voluntarilyforever release, unconditionallywaive and discharge the Company, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiariesemployee benefit and/or pension plans or funds, portfolio companies and investments, and each of their predecessorsinsurers, successors and assigns, and each all of its or their respective past, present and/or future directors, officers, trustees, agents, members, partners, counsel, employees, directorsfiduciaries, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessorsrepresentatives, successors and assigns assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectivelycollectively referred to as “Releasees”), the “Released Parties”) from any and all claims, actions and demands, causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages fees and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilitieskind whatsoever, in each case, whether known or unknown, suspected which Releasors ever had, now have, or unsuspected hereafter may claim to have against Releasees by reason of any nature whatsoever (collectivelyactual or alleged act, “Claims”) (i) arising on omission, transaction, practice, policy, procedure, conduct, occurrence, or prior other matter up to and including the date upon which Executive signs of my execution of this Agreement and (ii) arising from General Release, in connection with, or in any way related to Executive’s employment or arising out of, my employment, service as a director, service as a trustee, service as a fiduciary or termination of employment with any of the Released Partiesforegoing with the Company. (b) Without limiting the generality of the foregoing, in each casethis General Release is intended and shall release the Releasees from any and all claims, that Executive whether known or unknown, which Releasors ever had, now hashave, or may hereafter claim to have against any Released Party (the “Released Claims”), Releasees including, but not limited to, (xi) any Claims claim of discrimination or retaliation under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974 or the Family and Medical Leave Act; (ii) any claim under the New York State Human Rights Law and the New York City Administrative Code; (iii) any other claim (whether based on federal, state or local law, statutory or decisional) relating to or arising out of my employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited, breach of contract (express or implied), wrongful discharge, tortious interference, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for attorney’s fees, costs, disbursements and the like. (c) I further acknowledge and agree that by virtue of the foregoing, I have waived all relief available to me (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in Sections 3(a) and (yb) above. Therefore I agree that I will not seek or accept any award or settlement from any source or proceeding (including, but not limited to, any proceeding brought by any other federal, state, local person or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (Aby any government agency) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made claim or threatened right waived in this General Release. I further agree, to the maximum extent permitted by law, that I will not sxx or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding (unless compelled by legal process or court order), against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates), with respect to any claim released by Sections 3(a) and (b) above, other than a claim contesting the validity of the release under applicable provisions of the ADEA. I also warrant and represent that as of the date I sign this Agreement, I have not taken or engaged in any of the acts described in the foregoing sentences. I understand that this release has neither the purpose nor intent of interfering with my protected right to file a charge with or participate in an investigation or proceeding pursuant to the statutes administered and enforced by the EEOC, specifically: the ADEA, the Equal Pay Act, Title VII of the Civil Rights Act of 1964 and the ADA. I understand that I will not breach this release if I file a charge with or participate in an investigation or proceeding pursuant to the statutes administered and enforced by the EEOC. However, by signing this release, I understand that I waive any right I may have to recover money or other relief in any lawsuit or proceeding brought by me or by an agency or third party, including the EEOC, on my behalf. If, notwithstanding the foregoing promises and understandings, I violate this Section 3(c), I shall be required, to the maximum extent permitted by law, to indemnify and hold harmless the Company (and its affiliates) from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities, and attorneys’ fees and other expenses which result from, or are incident to, such violation. (Fd) Notwithstanding anything herein to the contrary, the sole matters to which the release and covenants in this Section 3 do not apply are: (i) my rights of indemnification and directors and officers liability insurance coverage which I was entitled immediately prior to the Termination Date under the Company’s By-laws or otherwise with regard to my service as an officer and director of the Company (including, without limitation, under paragraph 14(c) of the Employment Agreement); (ii) my rights under any Claims that cannot be waived by private agreement tax-qualified pension or tax deferred annuity plan or claims for accrued vested benefits under applicable law. Executive further agrees that any payments to be provided other employee benefit plan, program, policy or arrangement maintained by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any under COBRA; (iii) my rights under the provisions of the Released Parties. Notwithstanding Employment Agreement which are intended to survive termination of employment (including claims to payments, benefits or entitlements specifically payable or provided under the foregoing, nothing in this Agreement shall prohibit Executive from confidentially Employment Agreement); or otherwise communicating (iv) my rights as a stockholder or filing as a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable lawdirector of the Company.