Common use of Mutual General Release of Claims Clause in Contracts

Mutual General Release of Claims. (a) Effective as of the Effective Date, for and in consideration of One Dollar ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, each Party, for itself and its Affiliates as of the Effective Date, and each of their respective predecessors, successors, heirs, counsel and attorneys (collectively, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectively, the “Released Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, suspected or unsuspected (the “Claims”) that any Releasor Party may have now or may have in the future, against any of the Released Parties to the extent that those Claims arose, may have arisen, or are based on or related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, or arising from, the Loan Documents or the transactions contemplated in any of the forgoing, and including, but not limited to, any transactions or actions with, or involving, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, for greater certainty, the obligations of Released Party hereunder (collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees, incurred by such Released Party in challenging such action. Any Released Party that has not signed this Agreement is an intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released Party’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such action. (d) Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. (a) Effective as of the Effective Date, a. In exchange for and in consideration of One Dollar ($1) the payments, benefits, and other good commitments described in Paragraph 4 above, and valuable consideration, except for the sufficiency provisions of this AGREEMENT and receipt of the other documents under which is hereby acknowledged and accepted, each PartyEMPLOYEE has retained rights as detailed herein, for itself himself and its Affiliates as for each of the Effective Datehis heirs, executors, administrators, and assigns, EMPLOYEE hereby fully releases, acquits, and forever discharges GEO and each of their respective its predecessors, successorssuccessors and assigns, heirsparent corporations, counsel and attorneys (collectivelysubsidiary corporations, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliatesaffiliates, and their respective past or present the officers, directors, shareholders, officerspartners, managers, members, partners, employees, predecessorsattorneys, successorsand agents, assignspast and present, heirs, representatives, counsel, attorneys and agents of each of the aforesaid entities (collectively, the “GEO Released Parties”), ) of and from all claims of any type and all manner of action and actionsclaims, cause and liabilities, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgmentscosts, executionsattorneys’ fees, claims expenses, and demands compensation whatsoever, of whatever kind or nature, in law law, equity or in equityotherwise, whether known or unknown, suspected or unsuspected (the “Claims”) unsuspected, that any Releasor Party EMPLOYEE may now have, has ever had, or hereafter may have now against the Released Parties. This releases all claims, including those of which EMPLOYEE is aware or may not be aware, and those mentioned specifically, and which may not have been mentioned specifically in this general release. Notwithstanding the futureforegoing, against EMPLOYEE understands that this release shall not apply to and does not waive any rights or claims that may arise after the date that this AGREEMENT is executed. Without limiting the generality of the foregoing, EMPLOYEE specifically releases any and all claims relating to (i) EMPLOYEE’s employment by GEO, the terms and conditions of such employment, employee benefits related to EMPLOYEE’s employment, the termination of EMPLOYEE’s Initials BE GEO’s Initials CR EMPLOYEE’s employment, and/or any of the Released Parties events relating directly or indirectly to the extent that those Claims aroseor surrounding such termination; (ii) any and all claims of discrimination, may have arisenharassment, whistle blowing or retaliation in employment (whether based on federal, state, or are based on local law, statutory or related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Datedecisional), including, without limitation, any such matters related to, or arising fromall claims under the Older Worker’s Benefit Protection Act (“OWBPA”), the Loan Documents or the transactions contemplated Age Discrimination in any Employment Act of 1967, as amended (“ADEA”), Title VII of the forgoingCivil Rights Act of 1964, as amended, the Americans with Disabilities Act (“ADA”), the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act (“EPA”), the Fair Labor Standards Act (“FLSA”), the Family and Medical Leave Act (“FMLA”), the Sarbannes-Oxley Act (“SOX”); the Xxxx-Xxxxx Act; Genetic Information Nondiscrimination Act (“XXXX”), the Employee Retirement Income Security Act (“ERISA”), Sections 503 and 504 of the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Worker’s Adjustment and Retraining Notification Act (“WARN”); the Florida Civil Rights Act of 1992 f/k/a Human Rights Act of 1977, the Palm Beach County Equal Employment Ordinance, any and all claims/actions which have been or could have been raised under Florida’s Workers’ Compensation statute (Chapter 440), including, but not limited to, any transactions or claims/actions withunder the retaliation section of that statute (Florida Statute § 440.205), or involvingthe Florida Private Sector Whistle-Blower Act (Fla. Stat. § 448.101-.105), the Florida Equal Pay Act, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, claims under Fla. Stat. § 448.08 for greater certainty, the obligations of Released Party hereunder (collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of lawunpaid wages, and that all Released Claims released herein are owned by waivable rights under the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. Florida Constitution; (biii) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all lossesclaims for wrongful discharge; (iv) any and all claims for damages of any kind whatsoever, including, without limitation, the cost of defense and legal feescompensatory, occurring as a result of any claimspunitive, chargestreble, complaints, actions, or causes of action made or brought by such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay liquidated and/or consequential damages; (v) any and all costs claims under any contract, whether express or implied; (vi) any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering; (vii) any and all claims for violation of the Released Party against whom such a claim is broughtany statutory or administrative rules, including regulations, or codes; (viii) any and all claims for attorneys’ fees, incurred by such paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. EMPLOYEE represents that EMPLOYEE knows of no claim that EMPLOYEE has against the GEO Released Party in challenging such action. Any Released Party Parties that has not signed been released by this Agreement Paragraph. EMPLOYEE understands and agrees that this general release is an intended third-party beneficiary binding on EMPLOYEE and on anyone who succeeds to EMPLOYEE’s rights. b. In exchange for and in consideration of the benefits and other commitments described in this AGREEMENT, and except for the provisions of this Agreement. AGREEMENT and the other documents under which XXX has retained rights as detailed herein, the GEO Released Parties hereby fully release, acquit, and forever discharge the EMPLOYEE and his heirs, executors, representatives, beneficiaries, successors, and assigns (cthe “EMPLOYEE Released Parties “) Each Releasor Party affirms of and from any and all claims, liabilities, causes of action, damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, suspected or unsuspected, that it the GEO Released Parties may now have, has not filed, caused to be filedever had, or presently hereafter may have against the EMPLOYEE Released Parties. This releases all claims, including those of which GEO is a party to any claimaware or may not be aware, complaintand those mentioned specifically, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Partywhich may not have been EMPLOYEE’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released PartyInitials BE GEO’s sole discretion, either Initials CR (i) promptly give EMPLOYEE’s employment by GEO and the agency or court before which such action is pending a copy conduct of this Agreement Employee during and inform them related to that any such claims any such Releasor Party might otherwise have had are now settled, or employment (ii) immediately withdraw, dismiss or discontinue such action. (d) Neither this Agreement nor the furnishing any and all claims for damages of any consideration concurrently with the execution hereof shall be deemed kind whatsoever, including, without limitation, compensatory, punitive, treble, liquidated and/or consequential damages; (iii) any and all claims under any contract, whether express or construed at implied; (iv) any time and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering; (v) any purpose as an admission by any Party and all claims for violation of any liability statutory or obligation administrative rules, regulations, or codes; (vi) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. XXX represents that XXX knows of any kindno claim that GEO has against the Employee Released Parties that has not been released by this Paragraph. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge XXX understands and agrees that this Agreement was reached after good faith settlement negotiations general release is binding on GEO and after each party had an opportunity on anyone who succeeds to consult legal counselGEO’s rights. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. Each of the Parties hereby releases the other as follows: (a) Effective Except with respect to, and in connection with, the enforcement of a Party's rights and representations and warranties under the provisions of this Agreement, effective as of the Effective Date, for and in consideration of One Dollar ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and acceptedClosing, each Party, for itself and its Affiliates as of the Effective DateStockholders Parties and separately, PST, each on its own respective behalf and on behalf of its respective heirs, administrators, executors, predecessors, successors and assigns, does hereby and forever release and discharge each of the Director Parties, and each of their respective predecessors, successors, heirs, counsel and attorneys (collectivelyadministrators, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessorsexecutors, successors, assigns, heirsaffiliates, representatives, counselagents, servants, employees, shareholders, partners, directors, insurers, predecessors in interest, attorneys and agents accountants (collectively, the “"Director Released Parties”"), of and from all claims of any type and all manner of action present and future obligations (accrued or unaccrued), claims, demands, actions, cause and causes of action, suitsindebtedness, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversiesliabilities, agreements, promises, variances, trespasses, damages, judgmentsor losses of any type, executionskind or character, claims and demands whatsoever, in law or in equity, whether known or unknown, asserted or which could have been asserted, suspected or unsuspected (the “Claims”) that any Releasor Party may have now unsuspected, fixed or may have in the futurecontingent, against any of the Released Parties to the extent that those Claims arosewhich directly or indirectly relate to, may have arisenarise out of, or are based in any way connected with any act or omission taken or occurring on or at any time prior to, the Closing directly or indirectly related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, involving or arising from, the Loan Documents or the transactions contemplated out of PST in any of the forgoing, and including, but not limited to, any transactions or actions with, or involving, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, for greater certainty, the obligations of Released Party hereunder manner (collectively, the “"Director Released Claims”"). Each Party represents and warrants that no Released Claim released herein has been assignedNotwithstanding the foregoing, expressly, impliedly, this Section 2(a) does not release or by operation of law, and that all discharge (a) Director Released Claims that cannot lawfully be released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting this Agreement or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claimthe Indemnification Agreements (defined below). For the avoidance of doubt, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by such Releasor Party against any Released Party in violation of the terms and conditions of the Indemnification Agreements shall be applied without being affected by the release of the Released Claims set forth in this Agreement. In .. (b) Except with respect to, and in connection with, the event that any Releasor Party brings enforcement of a suit against any Released Party in violation Party's rights and representations and warranties under the provisions of this covenantAgreement, effective as of the Closing, each of the Director Parties, on its own behalf and on behalf of its heirs, administrators, executors, predecessors, successors and assigns, does hereby and forever release and discharge PST and each of the Stockholder Parties, and each of their respective heirs, administrators, executors, successors, assigns, affiliates, representatives, agents, servants, employees, shareholders, partners, directors, insurers, predecessors in interest, attorneys and accountants (collectively, the Party to which such Releasor Parties relate agrees to pay "Stockholder Released Parties"), of and from any and all costs present and future obligations (accrued or unaccrued), claims, demands, actions, causes of action, indebtedness, liabilities, agreements, damages, or losses of any type, kind or character, whether known or unknown, asserted or which could have been asserted, suspected or unsuspected, fixed or contingent, which directly or indirectly relate to, arise out of, or are in any way connected with any act or omission taken or occurring on or at any time prior to, the Closing which are directly or indirectly related to or involving or arising out of PST in any manner (collectively, the "Stockholder Released Party against whom such a claim is broughtClaims"). Notwithstanding the foregoing, including attorneys’ fees, incurred this Section 2(b) does not release or discharge (a) Stockholder Released Claims that cannot lawfully be released by such Released Party in challenging such action. Any Released Party that has not signed this Agreement nor (b) the Indemnification Agreements dated June 1, 2010, by and between PST and each Director (the “indemnification Agreements”); it being understood that the Indemnification Agreements shall remain in full force and effect notwithstanding this Separation Agreement nor (c) any indemnification obligations under PST’s charter documents (Bylaws/Certificate of Incorporation) nor (d) any obligation of PST or its insurance carriers to provide insurance coverage or accept and defend indemnification claims nor (e) the stock options or cash compensation to which each Director is an intended third-party beneficiary of entitled as set forth elsewhere in this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released Party’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such action. (d) Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. (a) Effective as Except for the obligations expressly set forth in this Agreement, the Parties hereby mutually release and forever discharge the other party and the other party’s past, present and future successors, predecessors, subsidiaries, related or associated or affiliated entities, firms, corporations and organizations, administrators, assigns, officers, directors, partners, attorneys, representatives, employees, and any and all past or present officers and/or directors, and any of the Effective Dateaffiliates, for subsidiaries and any and all past or present officers and/or directors, as well as any and all persons and/or entities acting or allegedly acting by, under, through or in consideration concert with any of One Dollar them ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, each Party, for itself and its Affiliates hereafter referred to as of the Effective Date, and each of their respective predecessors, successors, heirs, counsel and attorneys (collectively, the “Releasor Related Parties”) hereby does hereby irrevocably, unconditionally of and forever release, discharge from and remise each other Party acknowledge full and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectively, the “Released Parties”), from all claims complete satisfaction of any type and all manner of action and actionsrights, cause claims, liabilities, demands, obligations, promises, acts, agreements, damages, actions and causes of action, suitsof whatever kind or nature, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, whether presently known or unknown, suspected or unsuspected unsuspected, in law or equity, (the “Claims”) that any Releasor Party may have now or may have in the future, against any of the Released Parties to the extent that those Claims arose, may have arisen, or are based on or related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, or arising from, the Loan Documents or the transactions contemplated in any of the forgoing, and including, but not limited to, any transactions or actions withto attorney’s fees) which FPC may now have, or involvingclaims to have, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, for greater certainty, the obligations of Released Party hereunder (collectively, the “Released Claims”). Each Party represents against Presbytery and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring Related Parties as a result of any claimsacts and/or omissions undertaken, chargessaid, complaints, actionsstated, or causes done by Presbytery and Related Parties, and which Presbytery may now have, or claims to have, against FPC and Related Parties as a result of action made any acts and/or omissions undertaken, said, stated, or brought done by FPC or Related Parties. With respect to any Claims by FPC against Presbytery or Related Parties, or by Presbytery against FPC or Related Parties, the Parties to this Agreement expressly waive the provisions of California Civil Code section 1542 which provides as follows: In that connection, the Parties realize and acknowledge that one or more Claims may include losses sustained by FPC on account of Presbytery or Related Parties, or by Presbytery on account of FPC or Related Parties, that are presently unknown or unsuspected, and that such Releasor Party against any Released Party losses as were sustained may give rise to additional losses and expenses in violation of the terms future, which are not now anticipated. Nevertheless, the Parties acknowledge that this release has been negotiated and conditions of agreed upon and that in consideration for the rights and benefits under this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay intend and hereby do release, acquit and forever discharge each other, and Related Parties, as set forth above, from any and all costs of the Released Party against whom such a claim is broughtClaims, including attorneys’ feesthose that are unknown, incurred by such Released Party in challenging such action. Any Released Party that has not signed this Agreement is an intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filedunsuspected, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released Party’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such actionunforeseen. (d) Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. (a) Effective Except as to such rights or claims as may be created by this Agreement, Employee, and anyone and any entity claiming through Employee, including but not limited to Employee’s heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the Company and all of the Effective Dateits past, for present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in consideration of One Dollar ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, each Party, for itself and its Affiliates as of the Effective Dateinterest, and each and all of them, jointly and severally (collectively the “Company Released Parties”), and Company hereby releases and forever discharges Employee, his estate, his heirs and all of their respective predecessorspast and present administrators, successorsrepresentatives, heirsexecutors, counsel successors in interest, assigns and attorneys agents, and each and all of them, jointly and severally (collectively, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectively, the “Employee Released Parties”), from all claims of any type and all manner of action and actionsliabilities, cause and claims, causes of action, suitscharges, debtscomplaints, duesobligations, sums of moneycosts, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasseslosses, damages, judgmentsinjuries, executionspenalties, claims interest, attorneys’ fees, and demands other legal responsibilities, of any form whatsoever, in law or in equity, whether known or unknown, suspected unforeseen, unanticipated, unsuspected or unsuspected latent, which Employee or Company has at any time owned or held prior to Employee’s and Company’s execution of this Agreement, including but not limited to, any and all claims arising out of, connected with, or relating to: any and all claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship, compensation or benefits earned or received during that employment; 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; defamation; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the Maryland Fair Employment Practices Act, the Maryland False Claims Act, the Maryland Parental Leave Act, the Maryland Healthy Working Families Act; any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and any and all claims for attorneys' fees and costs. Each of the Employee and the Company hereby agrees that the release set forth in this Section 3 shall be and remain in effect in all respects as a complete general release as to the matters released. The foregoing general release does not apply to (i) this Agreement or the “Claims”right to enforce this Agreement, (ii) that any Releasor Party may have now or may have in the future, against any of Employee’s or Company’s claims that arise after the Released Parties to the extent that those Claims arose, may have arisen, or are based on or related to events or actions which occurred at any point in the past, from the beginning date of time, and up to and including the Effective Datethis Agreement, including, without limitation, any such matters related toclaims, or arising fromif any, under the Employment Agreement, the Loan Documents Confidentiality Agreement, the Inducement Plan, the Option Agreement, any other contract between the Company and Employee, after giving effect to any amendment or modification to the transactions contemplated in terms of any of such agreements, plan or contracts effected by the forgoingterms of this Agreement, and including(iii) any of Employee’s or Company’s claims that cannot be released as a matter of law, but not limited to, (iv) any transactions right to indemnification that Employee may have under the certificate of incorporation or actions with, or involving, any promissory notes, warrants or other agreements between any two or more bylaws of the PartiesCompany or under any indemnification agreement between Employee and the Company or under any insurance policies maintained by the Company or (v) any right of Employee to receive any vested benefits under the terms of any employee benefit plans and any award agreements thereunder. The Parties agree and acknowledge that the release and waiver set forth above shall not prevent Employee from participating in or cooperating with any state or federal agency’s investigation or charge of discrimination, but excluding, for greater certainty, including the obligations of Released Party hereunder Equal Employment Opportunity Commission (collectively, the “Released ClaimsEEOC”). Each The Parties further agree and acknowledge that nothing in this Agreement, including the foregoing release, prevents or prohibits Employee from filing a charge of discrimination with a state or federal agency, including the EEOC. However, each of Employee and the Company, as a releasing Party, understands and agrees that such releasing Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party is releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released other Party from and against any and all lossesof those claims that such releasing Party is releasing pursuant to this Section 3 and, includingtherefore, without limitationsuch releasing Party is releasing and giving up the opportunity to recover any compensation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actionsdamages, or causes any other form of action made or relief in any proceeding brought by such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees, incurred by such Released Party in challenging such action. Any Released Party that has not signed this Agreement is an intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor releasing Party or by any other person or entity on any Releasor such releasing Party’s behalf involving matters covered by with respect to such released claims; provided that this Agreement shall not limit Employee’s right to receive an award for information provided to the Securities and Exchange Commission. Notwithstanding anything express or implied in the Employment Agreement to the contrary, this Section 3, 3 supersedes the Releasor Party agrees to, at the request Release of the affected Released Party in the Released PartyClaims and Employee’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of release and obligations under this Agreement and inform them that Section 3 satisfy any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such action. (d) Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability requirement or obligation of Employee, or any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this condition applicable to Employee, under the Employment Agreement was reached after good faith settlement negotiations to execute and after each party had an opportunity to consult legal counseldeliver the Release of Claims. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. (a) Effective as of the Effective DateThe Company Parties (for themselves and their respective past and present parent organizations, for and in consideration of One Dollar ($1) subsidiaries, and other good affiliated entities, related companies, divisions, beneficial owners, and valuable considerationassigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the sufficiency and receipt of which is hereby acknowledged and acceptedmaximum extent permitted by law, Advisor, Xxxxxxx, and, as applicable, each Partyof their respective (i) heirs, for itself executors, administrators, beneficiaries, and its Affiliates as of the Effective Datepersonal representatives, and (ii) past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective predecessorspast, successorspresent and future officers, heirsdirectors, counsel and attorneys (collectively, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directorsemployees, shareholders, officers, managerstrustees, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectivelyin each case, the “Released Parties”individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), from all claims as well as any predecessors, future successors or assigns or estates of any type of the foregoing, from any and all manner of action and claims, actions, cause and charges, controversies, causes of action, suits, debtsrights, duesdemands, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespassesliabilities, damages, judgmentscosts, executionsexpenses, attorneys’ fees, and obligations of any kind or character whatsoever (“Claims”) that the Company Parties ever had, now have or may in the future claim to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that the Company Parties sign this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, such release of Claims shall not include any claims (x) arising out of any Advisor Parties’ acts of (A) gross negligence, fraud, or bad faith, or (B) willful misconduct (which, for the avoidance of doubt, shall include any unauthorized public statements or actions made by the Advisor Parties on behalf of the Company on or after the Board Resignation Date) or material dishonesty that has caused or is reasonably expected to result in material injury to the Company Parties, or (y) due to any Advisor Parties’ criminal activity that has caused or is reasonably expected to result in material injury to the Company Parties, or (z) to enforce the Company Parties’ rights under this Agreement, the Advisor Agreement, the RSU Agreements, the Company Plan, or the Merger Agreement. (b) The Advisor Parties (for themselves and demands whatsoevertheir respective past and present parent organizations, subsidiaries, and other affiliated entities, related companies, divisions, beneficial owners, and assigns) hereby completely, forever, irrevocably and unconditionally release and discharge, to the maximum extent permitted by law, the Company, Holdings, and, as applicable, each of their respective past, present and future parent organizations, subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in law each case, individually and in their official capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, from any and all Claims that the Advisor Parties ever had, now have or may in equitythe future claim to have by reason of any act, conduct, omission, transaction, agreement, occurrence or any other matter whatsoever occurring up to and including the date that Advisor signs this Agreement, including, without limitation, Claims that otherwise may exist or may arise in respect of the Advisor Parties’ employment or engagement with the Company Parties, or that are in any way connected with or related to any Company Party compensatory or benefit plan, program, policy or arrangement, or that are in any way connected with or with respect to unpaid fees, bonuses, commissions, or other compensation of any type or kind. Notwithstanding anything to the contrary contained herein or otherwise, such release of Claims shall not include any claims (x) arising out of any Company Parties’ acts of (A) gross negligence, fraud, or bad faith, or (B) willful misconduct or material dishonesty that has caused or is reasonably expected to result in material injury to the Advisor Parties, or (y) due to any Company Parties’ criminal activity that has caused or is reasonably expected to result in material injury to the Advisor Parties; provided, that, the foregoing carve-out in this sub-clause (y) shall not apply to any Advisor Parties’ criminal activity that may potentially impose liability or vicarious liability on the Company Parties, including, without limitation, under the doctrine of respondeat superior, or (z) to enforce the Advisor Parties’ rights under this Agreement, the Advisor Agreement, the RSU Agreements, the Company Plan, or the Merger Agreement. (c) The Parties expressly acknowledge and agree that this general release of claims includes any and all Claims arising up to and including the date each Party, respectively, signs this Agreement, which each Party has or may have against the respective released parties, whether such claims are known or unknown, suspected or unsuspected (unsuspected, asserted or un-asserted, disclosed or undisclosed. By entering into this Agreement, the “Claims”) Parties expressly waive any right to assert that any Releasor such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted from the scope of this release and the Parties further waive any rights under statute or common law principles that otherwise prohibit the release of unknown claims. Each Party may expressly acknowledges that it does not, as of the date of execution of this Agreement, have now any known or may have in the future, suspected claims against any of the Released Parties to respective released parties the extent that those Claims arosefactual foundation of which involves unlawful discrimination, may have arisenharassment, or are based on or related to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, or arising from, the Loan Documents or the transactions contemplated in any of the forgoing, and including, but not limited to, any transactions or actions with, or involving, any promissory notes, warrants or other agreements between any two or more of the Parties, but excluding, for greater certainty, the obligations of Released Party hereunder (collectively, the “Released Claims”)retaliation. Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees, incurred by such Released Party in challenging such action. Any Released Party that has not signed this Agreement party is an express, intended third-party beneficiary of this Agreement. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released Party’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such action4. (d) Neither This general release of claims does not apply to, waive or affect: (i) any rights or claims that may arise after the date the Parties, respectively, sign this Agreement; or (ii) any other claims or rights that by law cannot be waived in a private agreement such as this Agreement nor (the furnishing “Excluded Claims”). This general release of any consideration concurrently claims also does not apply to, waive, affect, limit or interfere with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult legal counselParties’ preserved rights described in Section 9 below. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

Mutual General Release of Claims. (a) Effective Except as to such rights or claims as may be created by this Agreement, Employee, and anyone and any entity claiming through Employee, including but not limited to Employee’s heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the Company and all of the Effective Dateits past, for present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in consideration of One Dollar ($1) and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and accepted, each Party, for itself and its Affiliates as of the Effective Dateinterest, and each and all of their respective predecessorsthem, successors, heirs, counsel jointly and attorneys severally (collectively, the “Releasor Parties”) hereby does hereby irrevocably, unconditionally and forever release, discharge and remise each other Party and its current Affiliates, and their respective past or present directors, shareholders, officers, managers, members, partners, employees, predecessors, successors, assigns, heirs, representatives, counsel, attorneys and agents (collectively, collectively the “Released Parties”), and Company hereby releases and forever discharges Employee, from all claims of any type and all manner of action and actionsliabilities, cause and claims, causes of action, suitscharges, debtscomplaints, duesobligations, sums of moneycosts, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasseslosses, damages, judgmentsinjuries, executionspenalties, claims interest, attorneys’ fees, and demands other legal responsibilities, of any form whatsoever, in law or in equity, whether known or unknown, suspected unforeseen, unanticipated, unsuspected or unsuspected (the “Claims”) that latent, which Employee or Company has at any Releasor Party may have now time owned or may have in the futureheld prior to Employee’s and Company’s execution of this Agreement, against including but not limited to, any of the Released Parties to the extent that those Claims aroseand all claims arising out of, may have arisenconnected with, or are based on or related relating to: any and all claims relating to events or actions which occurred at any point in the past, from the beginning of time, and up to and including the Effective Date, including, without limitation, any such matters related to, or arising fromfrom Employee’s employment relationship with the Company and the termination of that relationship, the Loan Documents compensation or the transactions contemplated in benefits earned or received during that employment; any and all claims for wrongful discharge of the forgoingemployment; 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; defamation; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; any and all claims for violation of any federal, state or municipal statute, including, but not limited to, any transactions or actions with, or involving, any promissory notes, warrants or other agreements between any two or more Title VII of the Parties, but excluding, for greater certaintyCivil Rights Act of 1964, the obligations Civil Rights Act of Released Party hereunder (collectively1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the Maryland Wage Payment and Collection Law, and Maryland Wage and Hour law; any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and any and all claims for attorneys’ fees and costs. The Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. The foregoing general release does not apply to any of Employee’s or Company’s claims that cannot be released as a matter of law. The Parties agree and acknowledge that the release and waiver set forth above shall not prevent Employee from participating in or cooperating with any state or federal agency’s investigation or charge of discrimination, including the Equal Employment Opportunity Commission (“Released ClaimsEEOC”). Each Party represents The Parties further agree and warrants acknowledge that no Released Claim released herein has been assignednothing in the Agreement prevents or prohibits Employee from filing a charge of discrimination with a state or federal agency, expresslyincluding the EEOC. However, impliedly, or by operation of law, Employee understands and agrees that all Released Claims released herein are owned by the Party Employee is releasing the same, which has the respective sole authority to release them. Each Releasor Party agrees that it shall forever refrain and forebear Company from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim which is released and discharged herein. (b) Each Releasor Party agrees not to file any claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless each Released Party from and against any and all lossesclaims by which Employee is giving up the opportunity to recover any compensation, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actionsdamages, or causes any other form of action made or relief in any proceeding brought by such Releasor Party against any Released Party in violation of the terms and conditions of this Agreement. In the event that any Releasor Party brings a suit against any Released Party in violation of this covenant, the Party to which such Releasor Parties relate agrees to pay any and all costs of the Released Party against whom such a claim is brought, including attorneys’ fees, incurred by such Released Party in challenging such action. Any Released Party that has not signed this Agreement is an intended third-party beneficiary of this AgreementEmployee or on Employee’s behalf. (c) Each Releasor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by any Releasor Party or by any other person or entity on any Releasor Party’s behalf involving matters covered by this Section 3, the Releasor Party agrees to, at the request of the affected Released Party in the Released Party’s sole discretion, either (i) promptly give the agency or court before which such action is pending a copy of this Agreement and inform them that any such claims any such Releasor Party might otherwise have had are now settled, or (ii) immediately withdraw, dismiss or discontinue such action. (d) Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult legal counsel. (e) For purposes herein, “Affiliate” shall mean, as to any person or entity (each, a “Person”), any other Person that, directly or indirectly, through one of more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.