Common use of Mutual Releases Clause in Contracts

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendment.

Mutual Releases. Except (a) Effective upon the Settlement Effective Time, the TERP Parties, for rights arising under themselves and on behalf of their respective trustees, executors, estates, heirs and assigns (the Agreement, as amended by this Amendment, after the date hereof “TERP Releasing Parties”) hereby fully and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) forever release, remisedischarge and acquit SunEdison and SunEdison’s trustees, executors, estates, heirs and discharge each otherassigns, and each of their respective current and former partners, agents, spouses, employees, officers, directors, shareholdersemployees, representatives, attorneys, counsel successors and affiliates frompredecessors, in each case solely in their capacities as such (other than TERP and GLBL) (iithe “SunEdison Released Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasesjudgments, doingsexecutions, omissionsrights, damages, executionscosts, obligationsexpenses, liabilities, and expensesclaims, and any and all other claims demands and causes of action of every kind, nature and description whatsoever character whatsoever, at law or in equity, whether based on contract (including attorneys' fees and costsincluding, without limitation, quasi contract or estoppel), whether statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of fiduciary duty, recklessness, gross negligence, willful misconduct or negligence) or otherwise, accrued or unaccrued, known or unknown, either at lawmatured, in equityunmatured, liquidated or mixedunliquidated, certain or contingent (collectively, “Claims”), that either the TERP Releasing Parties ever had, now has, or can, shall, have or may have, hereafter have against the other SunEdison Released Parties for, upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) beginning of the Age Discrimination in Employment Act, world through the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawSettlement Effective Time, including but not limited to claims the TERP Claims; provided that the TERP Releasing Parties do not release, discharge or suits for intentional interference with contractual relations, breach of acquit the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, SunEdison Released Parties from (Ci) any indebtedness Claim to enforce, or alleged indebtedness between Employee for damages for breach of, this Agreement, the Jointly Supported Transaction Agreement, the Voting and either CompanySupport Agreement, (Dany agreement not rejected or terminated pursuant to Section 2(c) any vacation, leave or other accruals, and (E) any other action or grievance against the other party2(e), or any other contract, instrument, release or other agreement or document created or entered into in connection with this Agreement or the Jointly Supported Transaction, or (ii) the Preserved Comprehensive Unsecured Claim and the Preserved DE Shaw Unsecured Claim or (iii) any Claim against any direct or indirect subsidiary of its SunEdison Inc that is not a SunEdison Party and that commences any action or proceeding with respect to a Claim against a TERP Released Party (as defined below) other than a Claim described in the proviso in Section 4(b)(i) below. (b) Effective upon the Settlement Effective Time, the SunEdison Parties, for themselves and on behalf of their respective trustees, executors, estates, heirs and assigns (the “SunEdison Releasing Parties”) hereby fully and forever release, discharge and acquit TERP and TERP’s trustees, executors, estates, heirs and assigns, and each of their respective current and former partners, agents, spouses, employees, officers, directors, shareholdersemployees, representatives, attorneys, counsel successors and affiliatespredecessors, based in each case solely in their capacities as such (other than SunEdison and GLBL) (the “TERP Released Parties”) from any and all Claims that the SunEdison Releasing Parties ever had, now have or may hereafter have against the TERP Released Parties for, upon or by reason of any conduct matter, cause or thing whatsoever, which has happenedfrom the beginning of the world through the Settlement Effective Time, developedincluding but not limited to the SunEdison Claims; provided that the SunEdison Releasing Parties do not release, discharge or acquit the TERP Released Parties from (i) any Claim to enforce, or occurred before for damages for breach of, this Agreement, the Jointly Supported Transaction Agreement, the Voting and Support Agreement, any agreement not rejected or terminated pursuant to Section 2(c) and 2(e), or any other contract, instrument, release or other agreement or document created or entered into in connection with this Agreement or the Jointly Supported Transaction or (ii) any Claim against any direct or indirect subsidiary of TERP Inc that is not a TERP Party and that commences any action or proceeding with respect to a Claim against a SunEdison Released Party (as defined below) other than a Claim described in the proviso at Section 4(a)(i) or 4(a)(ii) above. (c) The Parties hereby agree to hold in abeyance any and all discovery requests related to (i) any Claims released in this Section 4 unless and until this Agreement is terminated in accordance with its terms, and (ii) the Preserved Comprehensive Unsecured Claim until the Approval Order has been entered; provided that the SunEdison Parties reserve the right to make discovery requests relating to Claims brought against SunEdison by entities other than the TERP Releasing Parties and, subject to the potential applicability of the automatic stay, the TERP Parties reserve the right to make discovery requests relating to Claims brought against TERP by entities other than the SunEdison Releasing Parties. (d) Notwithstanding anything to the contrary in this Section 4, the Parties’ rights, if any, to access any insurance policies, including those under which SunEdison or TERP is insured, or the proceeds thereof in their respective capacities as insureds thereunder, including, but not limited to, (i) directors’ and officers’ insurance policies, (ii) employee liability insurance policies, (iii) property, casualty and liability insurance policies and (iv) module and other warranty insurance policies, shall not be affected or diminished by this Agreement (even if Claims related thereto are released against the SunEdison Released Parties or the TERP Released Parties pursuant to this Agreement), and the rights and defenses of all Parties are reserved with respect thereto. (e) For the avoidance of doubt, nothing in this Agreement is intended, or shall be construed, to release any Claims by or on behalf of (i) the TERP Parties against TERP’s own current and former partners, agents, officers, directors, employees, representatives, attorneys, successors and predecessors acting in their capacities as such (regardless of whether such persons are or were also officers, directors or employees of SunEdison), or (ii) the SunEdison Parties against SunEdison’s own current and former partners, agents, officers, directors, employees, representatives, attorneys, successors and predecessors acting in their capacities as such (regardless of whether such persons are or were also officers, directors or employees of TERP). (f) Effective Date. It upon the entry of the Approval Order, (i) the TERP Releasing Parties hereby fully and forever release, discharge and acquit any Buyer of any and all renewable energy projects owned by SunEdison (the “SunEdison Projects”) from any and all Claims arising out of, in connection with, or relating to their acquisition of such SunEdison Projects (which shall include, without limitation, the release and waiver of any right of first offer or similar rights held by the TERP Releasing Parties in connection with any SunEdison Projects, and shall extend to the SunEdison Project companies themselves; provided that it is expressly agreed and understood that stipulated that, prior to the Settlement Effective Time upon which time the releases in Section 4(a) shall become effective, such releases and waivers shall not reduce, diminish or modify TERP’s Claims against the Debtors in the Chapter 11 Cases in any respect, with such Claims to be treated as if such releases and waivers were never granted, other than any acquisition of SunEdison Projects in connection with such Buyer’s or its affiliates’ direct or indirect acquisition of all or a part of the equity or assets of TERP or GLBL (under a sale, plan of reorganization, plan of liquidation or otherwise), and (ii) except to the extent previously provided by a Final Order of the Bankruptcy Court, the SunEdison Releasing Parties hereby fully and forever release, discharge and acquit any Buyer of a UK Project Company (and, effective upon the consummation of Buyer’s acquisition of the UK Project Companies, the UK Project Companies themselves) from any and all Claims in respect of prepetition transfers from SunEdison to the UK Project Companies, including any Avoidance Actions. For purposes of this Section 4(f), (A) “Buyer” means any prospective or actual third-party buyer of a SunEdison Project or UK Project Company, as applicable, or any debt or equity investor in such entity, in each case, solely in such capacity, (B) the “UK Project Companies” means the companies set forth on Exhibit A attached to the Debtors’ Motion for Order Pursuant to Bankruptcy Code Sections 105 and 363(b) and Bankruptcy Rules 6004 and 9019 Authorizing and Approving the Release of Certain Claims in Connection with Certain UK Sales [Docket No. 2512]. Notwithstanding anything to the contrary in this Agreement, the releases contained here are GENERAL RELEASES. In in this Section 4(f) shall survive the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation termination of this AmendmentAgreement.

Mutual Releases. Except for rights arising (a) Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as Hexion Parties on behalf of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of each of their respective agents, spouses, employees, current and former officers, directors, shareholdersmanagers, attorneysmembers, counsel employees, agents and affiliates fromother representatives in their capacities as such (collectively, the “Hexion Releasors”), hereby release, acquit, and forever discharge the Huntsman Parties, the Huntsman Family Shareholders and each of their parents, affiliates, predecessors, successors and assigns, and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (iicollectively, the “Huntsman Releasees”) agree and covenant not to institutethe Apollo Parties and their respective parents, submitaffiliates, file or bringpredecessors, or permit to be institutedsuccessors and assigns, submittedand their respective current and former officers, filed or brought on his or its behalf against directors, managers, members, partners, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the other in any court“Apollo Releasees”), administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, counterclaims, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasescontribution, doings, omissionsindemnification, damages, executionsjudgments, obligationsexecutions and demands whatsoever, liabilitiesat law, and expensesin equity or otherwise, and which the Hexion Releasors, or any and all other claims of every kindthem, nature and description whatsoever (including attorneys' fees and costs)now or hereafter can, shall or may have against the Huntsman Releasees and/or the Apollo Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Hexion Releasors and either the Apollo Releasees or the Huntsman Releasees. The claims released by the Hexion Releasors against the Apollo Releasees pursuant to this paragraph include but are not limited to any and all claims that the Hexion Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx and rights of contribution that the Hexion Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx arising from the Huntsman Shareholder Action. The Hexion Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the rights of indemnification of Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx or any other Apollo Releasee under applicable law, including any contractual agreements, or the By-Laws or Articles of Incorporation of Hexion. (b) Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, the Apollo Parties on behalf of themselves and each of their parents, affiliates, predecessors, successors and assigns, and on behalf of their respective current and former officers, directors, managers, members, employees, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Apollo Releasors”), hereby release, acquit, and forever discharge the Huntsman Releasees and the Hexion Parties and their parents, affiliates, predecessors, successors and assigns, and its and their respective current and former officers, directors, employees, contractors, subcontractors, agents, security holders, attorneys and other representatives in their capacities as such (collectively, the “Hexion Releasees”) from any and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity, equity or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoeverotherwise, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partyApollo Releasors, or any of its them, now or hereafter can, shall or may have against the Huntsman Releasees and/or the Hexion Releasees, or any of them, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Apollo Releasors and either the Hexion Releasees or the Huntsman Releasees. The claims released by the Apollo Releasors against the Hexion Releasees pursuant to this paragraph include but are not limited to any and all claims that the Apollo Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx and rights of contribution that the Apollo Releasors may have against Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx arising from the Huntsman Shareholder Action. The Apollo Releasors also acknowledge that nothing contained in this Agreement shall in any way negate or reduce or otherwise affect the obligations of indemnification of any of the Hexion Releasees to Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxxx or any other Apollo Releasor under applicable law, including any contractual agreements, or the By-Laws or Articles of Incorporation of Hexion. (c) Upon full and final payment of all amounts due Huntsman under Paragraph 3 above, including purchase of the convertible notes, the Huntsman Parties and the Huntsman Family Shareholders on behalf of themselves and their parents, affiliates, predecessors, successors and assigns, and on behalf of their respective agents, spouses, employees, current and former officers, directors, shareholderstrustees, attorneysbeneficiaries, counsel employees, agents, security holders, attorneys and affiliatesother representatives in their capacities as such (collectively, based upon the “Huntsman Releasors”), hereby release, acquit, and forever discharge the Apollo Releasees and the Hexion Releasees from any conduct and all actions, causes of action, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions and demands whatsoever, at law, in equity or otherwise, which has happened, developedthe Huntsman Releasors, or occurred before any of them, now or hereafter can, shall or may have against the Effective DateHexion Releasees and/or the Apollo Releasees, or any of them, for, whether known or unknown, from the beginning of the world to the date of this Agreement; provided, however, that this release does not extend to claims arising out of ordinary course of business commercial dealings between the Huntsman Releasors and either the Hexion Releasees or the Apollo Releasees. It is expressly agreed The claims released by the Huntsman Releasors against the Apollo Releasees and understood the Hexion Releasees pursuant to this paragraph include but are not limited to any and all claims that Xxx X. Xxxxxxxx, Xxxxx Xxxxxxxx and the releases contained here Huntsman Family Shareholders, each and all as shareholders of Huntsman, may have in the Huntsman Shareholder Action or as a result of any settlement of the Huntsman Shareholder Action and, with respect to Xxxxx Xxxxxxxx and Xxx X. Xxxxxxxx, to the extent of their beneficial ownership interests in any shares of Huntsman common stock held by the HMP Equity Trust. (d) The claims released pursuant to this Paragraph 5 include but are GENERAL RELEASES. In the event that any party institutes any action hereby released or not limited to which he or it has agreed not to xxxall claims, if any, the claim shall be dismissed immediately upon presentation of this Amendment.Hexion and Apollo Releasees may have that are in any way related to the April 29, 2006 fire at the Port Xxxxxx Base Chemicals Light Olefins Unit in the Aromatic and Olefins Plant in Port Xxxxxx, Texas (the “April 29, 2006 Fire”), including claims in connection with: (i) Ace Am. Ins. Co., et al. x.

Mutual Releases. Except for rights arising under In consideration of the covenants contained in this Agreement, as amended by including, without limitation, RVI’s agreements with respect to the Pension Plan pursuant to paragraph 2 of this AmendmentAgreement, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as other good and valuable consideration (receipt and sufficiency of which is hereby acknowledged) on the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally : (i) releasethe Debtors, remisetheir estates, the Committee, and discharge each other, any party that may acquire standing to prosecute estate claims on their behalf (the “Debtor Releasors”) shall be deemed to forever release RVI and each of DSW and their respective agents, spouses, employees, officers, directors, shareholdersagents, attorneysattorneys and employees and the Xxxxxxx Releasees (as hereinafter defined) (collectively, counsel the “RVI/DSW Releasees”) from any and affiliates fromall claims and causes of action of any nature whatsoever, and (ii) agree and covenant not to instituteincluding, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forumwithout limitation, any and all manner claims pursuant to Chapter 5 of claimsthe Bankruptcy Code, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and that the Debtor Releasors may have against the RVI/DSW Releasees; (ii) the RVI/DSW Releasees shall be deemed to forever release the Debtor Releasors from any and all other claims and causes of every kindaction that the RVI/DSW Releasees may have against the Debtor Releasors, nature and description whatsoever except with respect to those claims allowed herein; and (including attorneys' fees and costsiii) to the extent approved by the Bankruptcy Court in the context of a Chapter 11 plan of liquidation or reorganization to be proposed in the Debtors’ Chapter 11 cases, to the extent a creditor votes in favor of any plan of liquidation or reorganization proposed by the Debtors and/or the Committee (the “Plan”), whether known or unknown, either at to the fullest extent permitted by law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against such creditor shall be deemed to forever release the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) RVI/DSW Releasees from any and all claims, asserted or unasserted, arising from employment with or separation from claims and causes of action that such creditor may have against the Company, RVI/DSW Releasees related to the prepetition and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) postpetition conduct of the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, Debtors’ business and the Consolidated Omnibus Budget Reconciliation Act Debtors’ Chapter 11 cases; provided, however, that the foregoing releases shall not limit the rights of 1985, (B) those arising under common law, including but not limited any party to claims or suits for intentional interference with contractual relations, breach enforce the terms of this Agreement. Approval of the implied covenant release provided in paragraph 9(iii) of this Agreement shall not serve as a condition precedent to the effectiveness of the RVI/DSW Settlement, provided that the Debtors and the Committee shall cooperate in good faith and fair dealinguse their best efforts to obtain such approval. The releases provided under this paragraph 9 shall apply to all rights arising from or pursuant to Chapter 5 of the Bankruptcy Code; for the avoidance of doubt, breach claims against RVI and/or DSW, including under Chapter 5 of contractthe Bankruptcy Code, wrongful terminationshall not be used to offset RVI Claims and/or DSW Claims. As used in this Agreement, negligent supervisionthe term “Xxxxxxx Releasees” refers to FB II Acquisition Corp., negligence, intentional its subsidiaries and negligent infliction of emotional distress, defamation, false imprisonment, libel, other affiliates (excluding the Debtors and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its their subsidiaries which may from time to time exist) and their respective agentsstockholders, spousesdirectors, managers, officers, employees, officersagents, directors, shareholders, attorneys, counsel attorneys and affiliates, based upon representatives (excluding such persons of the Debtors and any conduct whatsoever, of their subsidiaries which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or may from time to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmenttime exist).

Mutual Releases. (a) Except for rights with regard to the obligations of Aurora hereunder and as to any claims arising under the Agreementas a result of a breach of Aurora’s obligations hereunder, as amended by this Amendment<> individually and on behalf of his successors and assigns, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, does hereby fully, forever, irrevocably and unconditionally (i) fully release, remise, remise and forever discharge each other, Aurora and each of their its respective agents, spouses, employees, officers, directors, shareholders, employees, subsidiaries, attorneys, counsel representatives and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, agents from any and all manner of claimsdebts, chargesobligations, complaintsliabilities, demandsaccountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actionactions, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissionsjudgments, damages, executionsclaims, obligationsdemands, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known in law or unknown, either at law, in equity, or mixed, that either which <> ever had, now has, or hereafter can, shall, shall or may havehave against them for, against the other upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happenedfrom the beginning of the world to the date hereof. (b) Except with regard to the obligations of <> hereunder, developedand as to any claims arising as a result of a breach of <> obligations hereunder, or occurred before the Effective Date including but not limited to (A) Aurora does hereby fully release, remise and forever discharge <> and its attorneys, representatives and agents from any and all debts, obligations, liabilities, accountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actions, judgments, damages, claims, asserted demands, in law or unassertedin equity, arising from employment with which Aurora ever had, now have, or separation hereafter can, shall or may have against them for, upon or by reason of any matter, cause or thing whatsoever, from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach beginning of the implied covenant of good faith and fair dealingworld to the date hereof. (c) The releases set forth in this Agreement are intended by the parties to release all claims, breach of contractwhether known, wrongful terminationunknown, negligent supervisionforeseen, negligenceunforeseen, intentional and negligent infliction of emotional distresspatent or latent, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance which one party may have against the other partyas of the date of this Agreement. Each party understands and acknowledges the significance and consequence of such specific intention to release all claims. (d) Anything herein to the contrary notwithstanding, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before should Aurora fail to make the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxSettlement Payment, the claim release of Aurora given by <> shall be dismissed immediately upon presentation null and void and of this Amendmentno force and effect.

Mutual Releases. Except for rights arising under The Stipulation shall contain releases substantially conforming to the Agreementfollowing terms: (a) Plaintiffs hereby release and forever discharge the Settling Defendants, as amended by this Amendmenttheir respective present and former parents, after subsidiaries, divisions and affiliates, the date hereof present and any rights Employee or former partners, employees, officers and directors of each of them, the Company has under any optionspresent and former attorneys, restrictive stock units or warrants to purchase the Company’s common stock held by Employeeaccountants, as insurers, and agents of the Effective Date, Employee, on the one handeach of them, and the Company on predecessors, heirs, successors and assigns of each (collectively, the other hand“Released Persons”), hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actionsrights, liabilities and causes of actionaction of every nature and description whatsoever, suitswhether based in law or equity, rightson federal, debtsstate, dueslocal, sums foreign, statutory or common law, or any other law, rule, or regulation (including, but not limited to, all claims arising out of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doingsor relating to any acts, omissions, damagesdisclosures, executionspublic filings, obligationsregistration statements, liabilitiesfinancial statements, and expensesaudit opinions, and any and all other or statements by the Settling Defendants, including without limitation, claims for negligence, gross negligence, constructive or actual fraud, negligent misrepresentation, conspiracy, or breach of every kind, nature and description whatsoever (including attorneys' fees and costsfiduciary duty), whether known or unknown, either whether or not concealed or hidden, accrued or not accrued, foreseen or unforeseen, matured or not matured, that were asserted or that could have been asserted directly, indirectly, representatively or in any other capacity, at lawany time, in equityany forum by Plaintiffs against the Released Persons arising out of, based upon, or mixedrelated in any way to: (a) the purchase, that either ever hadacquisition, now hassale, or candisposition of any publicly traded securities of UnitedHealth by any Plaintiff during the Class Period, shallthe allegations that were made or could have been made in the Consolidated Action and any of the facts, transactions, events, occurrences, disclosures, statements, acts, omissions or failures to act which were or that could have been asserted by Plaintiffs in the Consolidated Action; or (b) the settlement or resolution of the Consolidated Action (including, without limitation, any claim for attorneys’ fees by Lead Plaintiffs or any Class Member)(the “Released Claims”). Released Claims shall also include any Unknown Claims. Unknown Claims means any claims that any Plaintiff does not know or suspect to exist in his, her, its or their favor at the time of the release of the Released Persons which, if known by him, her, it, or may havethem might have affected his, against her, its or their settlement with and release of the other by reason of, on account ofReleased Persons, or arising out of any mattermight have affected his, cause or thing whatsoeverher, which has happened, developedits, or occurred before the Effective Date including but their decision not limited to (A) object to this settlement. With respect to any and all claimsReleased Claims, asserted the Settling Parties stipulate and agree that Plaintiffs shall be deemed to have expressly waived the provisions, rights and benefits of California Civil Code §1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Plaintiffs shall expressly waive any and all provisions, rights and benefits conferred by any law, or unassertedprinciple of common law, arising which is similar, comparable or equivalent to California Civil Code §1542. Any Plaintiff may hereafter discover facts in addition to or different from employment those that he, she, it or they now know or believe to exist or to be true with or separation from respect to the Companysubject matter of the Released Claims, but the Plaintiffs shall have fully, finally, and specifically including forever settled and released any claims under any federaland all Released Claims, state known or local laborunknown, employmentsuspected or unsuspected, discriminationcontingent or non-contingent, human rightswhether or not concealed or hidden, civil rights, wage/hour, pensionwhich now exist, or tort lawheretofore have existed, statuteupon any theory of law or equity now existing or coming into existence in the future, orderincluding, rule, regulation or public policy, including but not limited to, those arising conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs acknowledge that the foregoing waiver was separately bargained for and a material element of the settlement of which this release is a part. Notwithstanding the foregoing, nothing in this Memorandum (or in the Stipulation) will release any claims by Plaintiffs against the Non-Settling Defendants. (b) The Settling Defendants on behalf of themselves, their affiliates, predecessors, successors, assigns, agents, employees and all other persons or entities controlled by, or under (all as amended) the Age Discrimination in Employment Actcommon control with, the Older Workers Benefit Protection ActSettling Defendants shall release and forever discharge Plaintiffs, their respective present and former parents, subsidiaries, divisions and affiliates, the National Labor Relations Actpresent and former partners, employees, officers and directors of each of them, the Fair Labor Standards Actpresent and former attorneys, the Occupational Safety accountants, insurers, and Health Act agents of 1970, the Americans With Disabilities Act each of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963them, and the Consolidated Omnibus Budget Reconciliation Act predecessors, heirs, successors and assigns of 1985each, (B) those arising under common lawfrom all claims of every nature and description, including but not limited known and unknown, relating to claims or suits for intentional interference with contractual relationsthe institution, breach prosecution and/or resolution of the implied covenant of good faith and fair dealingConsolidated Action. While denying liability, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliatesSettling Defendants agree that, based upon any conduct whatsoeverpublicly available information at the time, which has happenedthe Consolidated Action was filed in good faith, developed, or occurred before was not frivolous and is being settled voluntarily by the Effective DateSettling Defendants after consultation with competent legal counsel. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed The Parties agree not to xxxoppose a finding in the Partial Final Judgment that during the course of the Consolidated Action, the claim shall be dismissed immediately upon presentation Parties and their respective counsel at all times complied with the requirements of this AmendmentRule 11 of the Federal Rules of Civil Procedure.

Mutual Releases. Except for rights arising under (a) With the execution and delivery of this Agreement, as amended by this AmendmentChevron does hereby forever release, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handdischarge, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, acquit any and all manner of claims, charges, complaints, demands, actions, causes of actionobligations, suits, rights, debts, dues, sums and causes of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims action of every whatever kind, nature and nature, or description whatsoever (including attorneys' fees and costs)whatsoever, whether known or unknown, either at lawsuspected or unsuspected, in equitywhich it may have against each of the Stratus Parties, their officers, directors, employees, shareholders, agents, servants, assigns, predecessors, successors, successors-in-interest, and attorneys , now or hereafter, arising out of, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account or in any manner connected with the subject matter of, alleged in, or arising out giving rise to the RICO Action. Except as provided in Section 4, Chevron irrevocably covenants and agrees never to institute or cause to be instituted or to continue to prosecute any suit or other form of action or proceeding of any kind or nature whatsoever against the Stratus Parties, its officers, directors, employees, shareholders, agents, servants, assigns, predecessors, successors, and successors-in-interest, and attorneys by reason of or in connection with the foregoing matter, cause . It is expressly understood that the release of each of the Stratus Parties and their attorneys does not extend to Xxxxxx Xxxxxx or thing whatsoever, which has happened, developedXxxxxx Xxxxx or the law firm of Silver & DeBosky, or occurred before any person or entity identified in Chevron’s complaint in the Effective Date including but not limited to RICO action as a defendant or co-conspirator other than the Stratus Parties and Xxxxxx Xxxxxx and Xxxxx Xxxxxxx. (Ab) With the execution and delivery of this Agreement, each of the Stratus Parties does hereby forever release, discharge, and acquit any and all claims, asserted or unasserteddemands, arising from employment with or separation from the Companyobligations, suits, and specifically including any claims under any federalcauses of action of whatever kind, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionnature, or tort lawdescription whatsoever, statutewhether known or unknown, ordersuspected or unsuspected, rulewhich each may have against Chevron, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, employees, shareholders, parent corporations, subsidiaries, divisions, agents, servants, assigns, predecessors, successors, successors-in-interest, affiliated companies, attorneys, counsel and affiliatesinsurers, based upon any conduct whatsoevernow or hereafter, which has happened, developedarising out of, or occurred before by reason of, or in any manner connected with the Effective Datesubject matter of, alleged in, or giving rise to, the RICO Action, the Lago Agrio Litigation, or any Related Actions. Except as provided in Section 4, each of the Stratus Parties irrevocably covenant and agree never to institute or cause to be instituted or to continue to prosecute any suit or other form of action or proceeding of any kind or nature whatsoever against Chevron, its officers, directors, employees, shareholders, parent corporations, subsidiaries, divisions, agents, servants, assign, predecessors, successors, successors-in-interest, affiliated companies, attorneys, and insurers, by reason of or in connection with any of the foregoing matters, claims or causes of action. (c) The matters released hereby, however, shall not include any claims, demands, obligations, suits, and causes of action or liabilities of Chevron or each of the Stratus Parties arising under this Agreement. (d) It is expressly hereby further understood and agreed and understood that the releases contained here are GENERAL RELEASES. In acceptance of delivery of this Agreement by Chevron and each of the event that Stratus Parties shall not be deemed or construed as an admission of liability by any party institutes any action released by the terms hereof. (e) It is hereby released or to which he or it has further understood and agreed not to xxx, that nothing in the claim shall be dismissed immediately upon presentation acceptance of delivery of this AmendmentAgreement shall prevent Chevron from maintaining legal action or seeking damages against any other party involved in the RICO Action, Lago Agrio Litigation, or any Related Actions, except for as against each of the Stratus Parties.

Mutual Releases. Except for rights arising under the Agreement(a) Provider together with its subsidiaries, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employeesaffiliates, officers, directors, shareholders, employees, agents, attorneys, counsel representatives, successors and affiliates fromassigns ("Provider Releasor"), hereby releases and discharges the WellCare Parties, together with their respective subsidiaries, affiliates, directors, shareholders, employees, agents, attorneys, representatives, successors and assigns ("WellCare Releasees") from (i) all indebtedness and other financial obligations arising from the provision of services by each Provider to members of WCNY in any product line on or before April 30, 1999, including any prospective adjustments pursuant to the New York Health Care Reform Act ("NYCRA") for services rendered prior to May 1, 1999, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, leasesvariances, doingstrespasses, omissionsrights to contribution, damages, judgments, extends, executions, obligations, liabilitiesclaims, and expensesdemands whatsoever, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at in law, in admiralty or equity, or mixed, that either which each Provider Releasor ever had, now hashas or hereafter can, shall or may have against the WellCare Releasees, for upon, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before things whatsoever relating to the Effective Date including but not limited matters referred to in (Aa)(i) any and all claims, asserted or unasserted, arising from employment with or separation above from the Company, and specifically including beginning of the world to the day of the date of this Agreement or arising hereafter as a result of or in connection with the matters referred to in (a)(i) above. The foregoing release expressly excludes any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawfor payment that Provider may have against independent practice associations, including but not limited to those owned by Primergy, Inc., and other third parties (such as Merit Behavioral Services, Access Managed Healthcare, Block Vision, New York Medical Imaging, PharmaCare and Laboratory Corporation of America) that have contracted with WellCare to provide or to arrange for the provision of certain health care services (e.g., physician services or specialty "carve-out" services, such as mental health services, chiropractic services, laboratory services or pharmacy services) to HMO members of WCNY and expressly excludes any action, suits, claims or suits for intentional interference with contractual relations, breach demands arising from medical malpractice or negligence. (b) Each Provider Releasor represents to the WellCare Releasees that none of the implied covenant liabilities, claims, causes of good faith and fair dealingactions, breach of contractcosts or demands herein released has been assigned to any person or entity. (c) Each Provider Releasor acknowledges that it may hereafter discover facts different from, wrongful terminationor in addition to, negligent supervisionthose that it now believes to be true, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, with respect to all or any of its the liabilities, claims, causes or action, costs or demands herein released but nevertheless agrees that the releases set forth herein shall be and remain effective in all respects, notwithstanding the discovery of such different or additional facts. (d) Each Provider Releasor is forever barred and enjoined from commencing, instituting or prosecuting any action or other adversary proceeding in any court of law or equity, arbitration tribunal, or administrative forum, directly or representatively, against the WellCare Releasees with respect to any, some or all of the Settled Claims; provided however, each Provider Releasor and the WellCare Releasees retain all rights and remedies to enforce the terms of this Agreement. (e) The WellCare Parties together with their respective agentssubsidiaries, spouses, employeesaffiliates, officers, directors, shareholders, employees, agents, attorneys, counsel representatives, successors and assigns ("WellCare Releasors") hereby release and discharge Provider and its subsidiaries, affiliates, based upon directors, shareholders, employees, agents, attorneys, representatives, successors and assigns ("Provider Releasee") from (i) all indebtedness and other financial obligations arising from the provision of services by Provider to members of WCNY in any conduct product line on or before April 30, 1999, including any prospective adjustments pursuant to the NYCRA for services rendered prior to May 1, 1999, and (ii) all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, rights to contribution, damages, judgments, extends, executions, claims, and demands whatsoever, in law, admiralty or equity, which has happenedthe WellCare Releasors ever had, developednow have or hereafter can, shall or may have against each Provider Releasee, for upon, or occurred before by reason of any matter, cause or things whatsoever relating to the Effective Datematters referred to in (e)(i) above from the beginning of the world to the day of the date of this Agreement or arising hereafter as a result of or in connection with the matters referred to in (e)(i) above. It is The foregoing release expressly agreed excludes any claims for payment that WellCare may have against independent practice associations, including but not limited to those owned by Primergy, Inc., and understood other third parties (such as Merit Behavioral Services, Access Managed Healthcare, Block Vision, New York Medical Imaging, PharmaCare and Laboratory Corporation of America) that have contracted with WellCare to provide or to arrange for the provision of certain health care services (e.g., physician services or specialty "carve-out" services, such as mental health services, chiropractic services, laboratory services or pharmacy services) to HMO members of WCNY and expressly excludes any action, suits, claims or demands arising from medical malpractice or negligence. (f) The WellCare Releasors represent to each Provider Releasee that none of the liabilities, claims, causes of actions, costs or demands herein released has been assigned to any person or entity. (g) The WellCare Releasors acknowledge that they may hereafter discover facts different from, or in addition to, those that they now believe to be true, with respect to all or any of the liabilities, claims, causes or action, costs or demands herein released but nevertheless agree that the releases contained here set forth herein shall be and remain effective in all respects, notwithstanding the discovery of such different or additional facts. (h) The WellCare Releasors are GENERAL RELEASES. In the event that any party institutes forever barred and enjoined from commencing, instituting or prosecuting any action hereby released or other adversary proceeding in any court of law or equity, arbitration tribunal, or administrative forum, directly or representatively, against any Provider Releasee with respect to which he any, some or it has agreed not to xxxall of Settled Claims; provided however, the claim WellCare Releasors and each Provider Releasee retain all rights and remedies to enforce the terms of this Agreement. (i) Nothing contained herein shall be dismissed immediately upon presentation deemed to create any rights or benefits, or constitutes a release of this Amendmentany kind whatsoever, for any non-Party.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof (a) Each of Lucid Diagnostics and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, EmployeeLucidDx Labs, on the one handbehalf of itself, their respective affiliates, and the Company on the other hand, hereby fully, forever, irrevocably its and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, affiliates’ officers, directors, shareholderssuccessors or assigns, attorneyslicensees, counsel agents, employees and all those acting under their direction or pursuant to their control (collectively, the “Lucid Release Parties”), releases and discharges ResearchDx, its affiliates fromand its and its affiliates’ officers, directors, successors or assigns, licensees, agents, employees and all those acting under their direction or pursuant to their control (ii) agree and covenant not to institutethe “ResearchDx Release Parties”), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, rights of action, damages, suits, rightsnotes, debts, duescosts, sums of money, costs, lossesobligations, accounts, reckoningsliabilities, covenants, contracts, controversies, agreements, promises, leases, doings, omissionslosses, damages, executionsjudgments, obligations, liabilitiesclaims, and expenses, and any and all other claims of every kind, nature and description demands whatsoever (including attorneys' fees and costscollectively, “Claims”), whether known or unknown, either at lawliquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law or equity, that any of the Lucid Release Parties has, owns or mixedholds, that either ever or might have had, now hasowned or held, whether individually, representatively, derivatively or canin any other capacity, shallfrom the beginning of the world to the Effective Date, arising from or may haveotherwise related to the Management Services Agreement or the termination thereof. (b) ResearchDx, against on behalf of itself and each of the other by reason ofResearchDx Release Parties, on account of, or arising out releases and discharges each of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) Lucid Release Parties from any and all claimsClaims, asserted whether known or unassertedunknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law or equity, that any of the ResearchDx Release Parties has, owns or holds, or might have had, owned or held, whether individually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date, arising from employment with or separation otherwise related to the Management Services Agreement or the termination thereof. (c) The foregoing mutual releases shall not release any Claims (i) to enforce this Agreement or (ii) that may arise from or otherwise be related to the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It Asset Purchase Agreement Lease Agreement; provided that it is expressly agreed and understood that the foregoing mutual releases contained here are GENERAL RELEASES. In shall release any Claims in respect of the event that any party institutes any action hereby released Asset Purchase Agreement related to Earnout Payments or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this AmendmentMinimum Quarterly Payments.

Mutual Releases. Except for rights arising under (a) Effective as at the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, as amended to the fullest extent permitted by this AmendmentApplicable Law, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, EmployeeAmedisys, on the one handbehalf of itself, and the Company on the other handits subsidiaries, hereby fullystockholders, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employeesaffiliates, officers, directors, shareholdersemployees and Representatives (collectively, attorneysthe “Amedisys Parties”) hereby unequivocally, counsel knowingly, voluntarily, unconditionally and affiliates fromirrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges OPCH and OPCH’s subsidiaries, stockholders, affiliates, officers, directors, employees and Representatives (iicollectively, the “OPCH Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, direct or derivative actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckoningsbonds, bills, covenants, contracts, controversies, agreementsobligations, promisesclaims, leasescounterclaims, doingssetoffs, omissionsdebts, demands, damages, executionscosts, obligations, liabilities, and expenses, compensation and liabilities of every kind and any and all other claims of every kindnature whatsoever, nature and description whatsoever (including attorneys' fees and costs)in each case whether absolute or contingent, whether liquidated or unliquidated, known or unknown, either and whether arising at law, law or in equity, or mixed, that either ever which such Amedisys Party had, now has, or canmay have based upon, shallarising from, in connection with or relating to the OPCH Merger Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby. Notwithstanding the immediately foregoing sentence and Section 1, (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, and (ii) the Confidentiality Agreement and the Clean Team Agreement will each continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement or the Clean Team Agreement shall be released from any direct or derivative actions or claims which may arise thereunder. On and from the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, each Amedisys Party shall refrain from, directly or indirectly, asserting any direct or derivative claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any direct or derivative legal or arbitral proceeding of any kind against any Amedisys Party based upon any matter released under this Section 3(a). (b) Effective as at the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, to the fullest extent permitted by Applicable Law, OPCH, on behalf of itself and each OPCH Party, hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges each Amedisys Party from any and all direct or derivative actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such OPCH Party had, has, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unassertedhave based upon, arising from employment from, in connection with or separation from relating to the CompanyOPCH Merger Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby. Notwithstanding the immediately foregoing sentence and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985Section 1, (Bi) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, no party shall be released from any breach of the implied covenant of good faith this Agreement or have its respective rights and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slanderobligations under this Agreement impaired, (Cii) nothing contained in this paragraph shall in any indebtedness way affect or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accrualsimpair OPCH’s right to receive payment of the Amedisys Termination Fee pursuant to Section 2 of this Agreement, and (Eiii) the Confidentiality Agreement and the Clean Team Agreement will each continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement or the Clean Team Agreement shall be released from any other action direct or grievance derivative actions or claims which may arise thereunder. On and from the Effective Time and only if the payment of the Amedisys Termination Fee is received within 24 hours of the execution of this Agreement, each OPCH Party shall refrain from, directly or indirectly, asserting any direct or derivative claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any direct or derivative legal or arbitral proceeding of any kind against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, Amedisys Party based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby matter released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of under this AmendmentSection 3(b).

Mutual Releases. Except for rights arising under (a) Each of the Agreementmembers of Mill Road, as amended by this Amendmenton behalf of itself or himself, after and its or his respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the date hereof “Mill Road Releasors”), hereby do remise, release and forever discharge, and covenant not to xxx or take any rights Employee steps to pursue or further any Legal Proceeding against, the Company has under any optionsor its successors, restrictive stock units or warrants to purchase predecessors, assigns, subsidiaries, principals, directors, officers, director candidates, insurers, Associates and Affiliates (the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the “Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each otherReleasees”), and each of their respective agentsthem, spousesfrom and in respect of any and all claims and causes of action, employeeswhether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Mill Road Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Mill Road Releasors may have for the breach or enforcement of any provision of this Agreement. (b) The Company on behalf of itself and its successors, predecessors, assigns, subsidiaries, principals, directors, officers, directorsdirector candidates, shareholdersinsurers, attorneysAssociates and Affiliates (the “Company Releasors”), counsel hereby do remise, release and affiliates fromforever discharge, and (ii) agree and covenant not to institutexxx or take any steps to pursue or further any Legal Proceeding against, submit, file or bring, or permit to be instituted, submitted, filed or brought on his any of the members of Mill Road or its behalf against or his respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, insurers, Associates and Affiliates (the other “Mill Road Releasees”), and each of them, from and in any court, administrative agency, or other forum, respect of any and all manner claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Company Releasors have, had or may have against the Mill Road Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement. (c) Each Party hereto represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, charges, complaints, demands, actionsobligations, losses, causes of action, suitsdamages, rights, debts, dues, sums of moneypenalties, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against any other Party. (d) Each Party hereto waives any and all other claims of every kind, nature and description whatsoever rights (including attorneys' fees and costs), whether known or unknown, either at to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in equitythis Section 5. Without limiting the generality of the foregoing, each Party hereto acknowledges that there is a risk that the damages and costs that it believes it has suffered or mixedwill suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on which each Party hereto has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party hereto acknowledges that either ever hadin entering into this Agreement, now has, or can, shall, or may have, against it has expressed that it agrees to accept the other by reason of, on account of, or arising out risk of any mattersuch possible unknown damages, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unassertedfacts, arising from employment with or separation from the Companydemands, actions and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety causes of action. Each Party hereto acknowledges and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood agrees that the releases contained here and covenants provided for in this Section 5 are GENERAL RELEASES. In binding, unconditional and final as of the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentdate hereof.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof (a) The Parties hereto acknowledge a full resolution and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handsatisfaction of, and the Company on the hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, REMISE AND FOREVER DISCHARGE each other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demandsliabilities, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasesclaims and demands of any kind whatsoever, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)in law or equity, whether known or unknown, either at lawsuspected or unsuspected, in equityfixed or contingent, apparent or mixedconcealed, that either which they, their heirs, executors, administrators, successors or assigns ever had, now hashave or hereafter can, shall or may have for, upon, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happenedfrom the beginning of Employee’s employment with the Company to the day of the date of this Agreement, developedarising out of or relating to Employee’s employment, or occurred before compensation and benefits with the Effective Date including but not limited to (A) any and all Company and/or the termination thereof including, without limitation, contract claims, asserted benefit claims, tort claims, harassment, defamation and other personal injury claims, fraud claims, whistleblower claims, unjust, wrongful or unassertedconstructive dismissal claims and any claims under any municipal, state or federal wage payment, discrimination or fair employment practices law, statute or regulation, and claims for costs, expenses and attorneys' fees with respect thereto. (b) By signing this Agreement, the Parties hereby WAIVE, RELEASE AND COVENANT NOT TO XXX each other with respect to any matter relating to or arising from employment out of Employee’s employment, compensation and benefits with the Company and/or the termination thereof, and agree that neither they nor any person, organization or separation entity acting on their behalf will (i) file or participate or join in, encourage, assist, facilitate or permit the bringing or maintenance of any claim or cause of action against the other, whether in the form of a federal, state or municipal court lawsuit or administrative agency action or otherwise, on the basis of any claim arising out of or relating to Employee’s employment, compensation, and benefits with the Company and/or the termination thereof or (ii) seek reinstatement, reemployment or any other relief from the Company, however that relief might be called, whether back pay, compensatory damages, punitive damages, claims for pain and specifically including suffering, claims for attorneys' fees, reimbursement of expenses or otherwise, on the basis of any such claim, except for claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, a breach of this Agreement and Release. Nothing contained herein shall be deemed to constitute an admission or evidence of any wrongdoing or liability on the implied covenant part of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective DateParty hereto. It is expressly understood and agreed that this Agreement and understood that Release shall act as a complete bar to any claim, demand or action of any kind whatsoever brought by either Party against the releases contained here are GENERAL RELEASES. In other relating to Employees employment, compensation and benefits with the event that any party institutes any action hereby released or to which he or it has agreed not to xxxCompany and/or the termination thereof, the claim shall be dismissed immediately upon presentation except for claims for breach of this AmendmentAgreement and Release.

Mutual Releases. Except for rights arising under 4.1 Immediately upon the AgreementVolkswagen Defendants making the Settlement Payment in the manner specified herein, as amended by this Amendmentthe State hereby shall and hereby does fully, after finally, irrevocably, and forever release, waive, discharge, relinquish, settle, and acquit the date hereof Defendants, their affiliates and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective DateDefendants’ or their affiliates’ former, Employeepresent or future owners, on the one handshareholders, and the Company on the other handdirectors, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spousesofficers, employees, officers, directors, shareholders, attorneys, counsel parent companies, subsidiaries, predecessors, successors, dealers, agents, assigns and affiliates fromrepresentatives (collectively, and (ii“Released Defendant Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner claims arising out of or in any way related to the Covered Conduct (including, without limitation, consumer-related claims and claims under the ACFA; claims for penalties, fines or other monetary payments, including attorney costs or fees; claims for disgorgement of profits; claims for injunctive relief or restitution; claims brought in the State’s sovereign enforcement capacity; claims brought as parens patriae on behalf of Arizona citizens); and demands, actions, or causes of action, including Unknown Claims (as defined below), that it may have, purport to have, or may hereafter have against any Released Defendant Party arising out of or in any way related to the Covered Conduct (hereinafter, “Released Plaintiff Claims”). 4.2 Upon the release in Paragraph 5.1 becoming effective, the Defendants shall and hereby do fully, finally, irrevocably, and forever release, waive, discharge, relinquish, settle and acquit the State and its departments and former or current officers, representatives, or employees (the “Released Plaintiff Parties”) from any and all claims, charges, complaints, demands, actions, or causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever including Unknown Claims (including attorneys' fees and costsas defined below), whether known or unknownthat they may have, either at law, in equity, or mixed, that either ever had, now has, or can, shallpurport to have, or may have, hereafter have against the other by reason of, on account of, or any Released Plaintiff Party arising out of or in any matterway related to the Covered Conduct (hereinafter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendment.“Released

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, (a) Effective as of the Effective DateClosing (but for the avoidance of doubt, Employeewithout prejudice to any rights arising in respect of this Agreement or any other Operative Agreement), the Investor, on behalf of itself and, to the extent legally empowered to do so, its past and present officers, managers, directors, Subsidiaries and Affiliates, and each of their respective successors and assigns (collectively, the “Investor Releasors”), hereby irrevocably releases, acquits and forever discharges, to the fullest extent permitted by Law, the Issuer and each of its past and present officers, managers, directors, stockholders, Subsidiaries, Affiliates and other Representatives (each, an “Issuer Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, liabilities, debts, dues and suits of every kind, nature and description whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, which any Investor Releasor ever had, now has or may have or claim to have against any Issuer Releasee, whether arising in law, equity or otherwise, to the extent arising out of, resulting from or relating to any matters or Events occurring on or prior to the Closing, in any way relating to the Issuer or its Affiliates, the Restructuring, the Amended SPA (including any rights or claims with respect to Section 8.13 thereof), the Binding Term Sheet or the Consent Solicitation and Disclosure Statement (collectively, the “Investor’s Released Claims”). Notwithstanding anything to the contrary contained in this Section 11.9(a), Investor Released Claims shall not include any claims any Investor Releasor may have against any Issuer Releasee pursuant to (i) any other Contract (including an Operative Agreement) to which the Investor or any of its Affiliates, on the one hand, and the Company Issuer or any of its Affiliates, on the other hand, hereby fullyis a party, forever(ii) any indemnification or similar agreement relating to such Investor Releasor’s position as a director or officer of the Issuer or any of its Subsidiaries or (iii) any indemnification provisions contained in the certificate of incorporation or bylaws (or equivalent governing documents) of the Issuer or any of the Issuer’s Subsidiaries or under applicable Law. (b) Effective as of the Closing (but for the avoidance of doubt, irrevocably without prejudice to any rights arising in respect of this Agreement or any other Operative Agreement), the Issuer, on behalf of itself and, to the extent legally empowered to do so, its past and unconditionally (i) releasepresent officers, remisemanagers, directors, Subsidiaries and discharge each otherAffiliates, and each of their respective agentssuccessors and assigns (collectively, spousesthe “Issuer Releasors”), employeeshereby irrevocably releases, acquits and forever discharges, to the fullest extent permitted by Law, the Investor and each of its past and present officers, managers, directors, shareholdersstockholders, attorneysSubsidiaries, counsel Affiliates and affiliates fromother Representatives (each, an “Investor Releasee”) of, from and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsclaims, rightsdemands, damages, judgments, liabilities, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, dues and expenses, and any and all other claims suits of every kind, nature and description whatsoever (including attorneys' fees and costs)whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, either at lawforeseen or unforeseen, in equityexisting or hereafter arising, or mixed, that either which any Issuer Releasor ever had, now has, or can, shall, has or may havehave or claim to have against any Investor Releasee, against whether arising in law, equity or otherwise, to the other by reason extent arising out of, resulting from or relating to any matters or Events occurring on account ofor prior to the Closing, in any way relating to the Investor or arising out of any matterits Affiliates, cause or thing whatsoeverthe Restructuring, which has happened, developed, or occurred before the Effective Date including but not limited to Amended SPA (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any rights or claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Actwith respect to Section 8.13 thereof), the Older Workers Benefit Protection Act, Binding Term Sheet or the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety Consent Solicitation and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 Disclosure Statement and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims Mr. Xxxxxxx Xxxxxx’x service as a director or suits for intentional interference with contractual relations, breach officer of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, Issuer or any of its respective agentsAffiliates (collectively, spousesthe “Issuer’s Released Claims”). Notwithstanding anything to the contrary contained in this Section 11.9(b), employeesIssuer’s Released Claims shall not include any claims any Issuer Releasor may have against any Investor Releasee pursuant to any other Contract (including an Operative Agreement) to which the Investor or any of its Affiliates, officerson the one hand, directorsand the Issuer or any of its Affiliates, shareholderson the other hand, attorneysis a party. (c) From and after the Closing, counsel (a) the Investor agrees not to, and affiliatesagrees to cause each Investor Releasor not to, based assert any Investor’s Released Claims against the Issuer Releasees and (b) the Issuer agrees not to, and agrees to cause each Issuer Releasor not to, assert any Issuer’s Released Claims against the Investor Releasees. Notwithstanding anything contained in this Agreement to the contrary, (i) the provisions contained in this Section 11.9 shall terminate upon any conduct whatsoevertermination of this Agreement and (ii) each Investor Releasor and Issuer Releasor retains, which has happenedand does not release, developedwaive or limit in any manner its respective rights and interests under the terms and conditions of this Agreement. For the avoidance of doubt, or occurred before and notwithstanding anything contained in this Agreement to the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that contrary, no breach of any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim provision in this Agreement shall be dismissed immediately upon presentation released, waived or limited pursuant this Section 11.9, irrespective of whether the matter or Event giving rise to such breach of this AmendmentAgreement occurred on or prior to the Closing.

Mutual Releases. Except Contingent upon ON’s performance under Section 5, PI does hereby for rights arising under the Agreementitself and its Affiliates irrevocably and forever release and absolutely discharge (a) ON, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handincluding its Affiliates, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective employees, representatives, agents, spouses, employees, officers, directors, shareholderspast, attorneyspresent, counsel and affiliates fromfuture, of and from any and all Released Claims, and (iib) agree each of the direct and covenant not to instituteindirect distributors, submitresellers, file or bringrepresentatives, or permit to be institutedcustomers, submittedand end users of ON, filed or brought on his or including its behalf against the other in any courtAffiliates, administrative agency, or other forum, of and from any and all manner Released Claims to the extent directed to a product of claimsON, chargesincluding its Affiliates. ON does hereby for itself and its Affiliates irrevocably and forever release and absolutely discharge (a) PI, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilitiesincluding its Affiliates, and expensestheir respective employees, and any and all other claims of every kindrepresentatives, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholderspast, attorneyspresent, counsel and affiliatesfuture, based upon of and from any conduct whatsoeverand all Released Claims, which has happenedand (b) each of the direct and indirect distributors, developedresellers, representatives, customers, and end users of PI, including its Affiliates, of and from any and all Released Claims to the extent directed to a product of PI, including its Affiliates. The Parties acknowledge and agree that this Agreement fully and finally releases and forever resolves the Released Claims that are unknown, unanticipated, or occurred before unsuspected or that may hereafter arise as a result of the Effective Datediscovery of new or additional facts. It is expressly agreed The Parties acknowledge and understood understand the significance and potential consequence of the release of unknown claims. The Parties intend that the releases contained here are Released Claims released under this Agreement be construed as broadly as possible and agree to waive and relinquish all rights and benefits each may have under Section 1542 of the Civil Code of the State of California, or any similar statute or law of any other jurisdiction, with respect to the Released Claims. Section 1542 reads as follows: “A GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxRELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, the claim shall be dismissed immediately upon presentation of this AmendmentIF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof (a) Each of GFE and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, EmployeeGFV, on the one handbehalf of itself and its Subsidiaries, and the Company on the other hand, does hereby fully, forever, irrevocably and unconditionally (i) forever release, remise, discharge and discharge each other, and acquit each of GF Productions, Xxxxxxx, Xxxxxx Xxxxxxx Xx., Xxxxxx Xxxxxxx III and their respective agents, spouses, employees, officers, directors, shareholdersemployees, attorneysagents, representatives and legal counsel and affiliates from(collectively, and (iithe “Xxxxxxx Release Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of Actions, whether class, derivative or individual in nature, in law or in equity for indemnity or otherwise, suits, debts, liens, commitments, contracts, agreements, obligations, premises, Liabilities, claims, charges, complaints, demands, actionsdamages, causes of action, suits, rights, debts, dues, sums of moneylosses, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and or expenses, and of any and all other claims of every kindkind or nature whatsoever, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at lawsuspected or unsuspected, in equityfixed or contingent (collectively the “Claims”) based upon, arising from, or mixedin any way connected with or related to any act, that either ever had, now hasomission, or canstate of facts taken or existing on and/or prior to the execution of this Agreement. Notwithstanding the foregoing, shallneither GFE nor GFV is releasing hereunder any of the Xxxxxxx Release Parties with respect to any claims arising under the terms of this Agreement, the Registration Rights Agreement, the NationsHealth Agreement or may have, against the other by reason ofTransaction Documents. (b) Each of GF Productions and Xxxxxxx, on account ofdoes hereby forever release, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to discharge and acquit (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amendedi) the Age Discrimination in Employment ActGFE Parties, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety their respective Subsidiaries and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its their respective agents, spouses, employees, officers, directors, shareholdersemployees, attorneysagents, representatives and legal counsel and affiliates(ii) Xxxxxxx Xxxxxxxx from all Claims based upon, based upon any conduct whatsoever, which has happened, developedarising from, or occurred before in any way connected with or related to any act, omission or state of facts taken or existing on and/or prior to the Effective Dateexecution of this Agreement. It Notwithstanding the foregoing, Xxxxxxx is expressly agreed and understood that not releasing hereunder GFE or GFV with respect to any claims arising under the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxterms of this Agreement, the claim shall be dismissed immediately upon presentation Registration Rights Agreement (except for a waiver of this Amendmentthe rights described in Section 4(b) hereof), the NationsHealth Agreement or the other Transaction Documents.

Mutual Releases. Except for rights arising under the Agreement(a) The Seller, and anyone claiming through it or on its behalf, as amended by this Amendmentthe case may be, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants agrees to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, waive and forever discharge each other, the Buyer and each of their its respective agents, spouses, employeesAffiliates (as hereinafter defined), officers, directors, shareholdersstockholders and employees and past, attorneys, counsel and affiliates present or future Affiliated Persons (as hereinafter defined) from, and (ii) agree and covenant covenants not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against xxx the other in any court, administrative agency, or other forumBuyer Released Parties (as hereinafter defined) with respect to, any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsclaims, demands, rights, debtsremedies, duesexpenses and liabilities of whatever kind or character, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)at law or in equity, whether now known or unknown, either at lawthat such Seller now has, in equity, or mixed, that either has ever had, now has, or can, shall, or may haveever have against any of the Buyer Released Parties with respect to the Buyer, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, specifically arising from employment with or separation specifically related to the purchase by the Buyer of the Shares from the CompanySeller as contemplated by the terms of this Agreement. (b) The Buyer, and specifically including any claims under any federalanyone claiming through it or on its behalf, state or local laboras the case may be, employmentagrees to irrevocably and unconditionally release, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) waive and forever discharge the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety Seller and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employeesAffiliates, officers, directors, shareholderspartners and employees and past, attorneyspresent or future Affiliated Persons from, counsel and affiliatescovenants not to xxx the Seller Released Parties (as hereinafter defined) with respect to, based upon any conduct whatsoeverand all actions, which causes of action, claims, demands, rights, remedies, expenses and liabilities of whatever kind or character, at law or in equity, whether now known or unknown, that such Seller now has, has happened, developedever had, or occurred before may ever have against any of the Effective Date. It is expressly agreed and understood that Seller Released Parties with respect to the releases contained here are GENERAL RELEASES. In Seller, specifically arising from or specifically related to the event that any party institutes any action hereby released or sale by the Seller of the Shares to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation Buyer as contemplated by the terms of this AmendmentAgreement.

Mutual Releases. Except for rights arising under Subject to the terms and conditions of this Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employeeeach Party, as of the Effective Date, Employeeknowingly, on the one handvoluntarily, irrevocably, unconditionally and forever releases, remises, acquits, and the Company on discharges the other handParty, hereby fullyits subsidiaries, forever, irrevocably and unconditionally (i) release, remise, and discharge each otherits affiliates, and each of their respective agentsdirectors, spousesofficers, representatives, employees, officersprofessionals, directorsagents, shareholdersassigns and successors in interest, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, demands, losses, costs and expenses (including professional fees and expenses, and ) of any and all other claims of every kind, character, nature and description whatsoever (including attorneys' fees and costs)whatsoever, whether in law or equity, filed or unfiled, known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, express or implied, foreseen or unforeseen, suspected or unsuspected, liquidated or unliquidated, and/or fixed or contingent, in connection with, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionout of, or tort lawrelating to the trademarks, statute, order, rule, regulation trade names or public policy, including but not limited to, those arising under (all as amended) disputes respecting web domain names that arose or could have been raised prior to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act date of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawthis Agreement, including but not limited to any such claims that were raised or suits for intentional interference with contractual relationscould have been raised in the actions and pleadings identified in Section 8 of this Agreement (collectively, breach the “Released Claims”). For the avoidance of the implied covenant of good faith and fair dealingdoubt, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slandernotwithstanding anything herein contained, (Ca) Tropicana Entertainment does not release and reserves and preserves, inter alia, any indebtedness or alleged indebtedness and all: (i) of its Unresolved Claims (as defined in that certain Agreement dated as of July 1, 2009 by and between Employee the Liquidating LandCo Debtors and either Companythe OpCo Debtors) that are not Released Claims and the claims asserted in the “OpCo Intercompany Claims Statement” transmitted to TLV on August 14, (D) any vacation, leave or other accruals2009 that are not Released Claims, and (Eii) any other action or grievance against claims arising from and after June 30, 2009 that are not in connection with, do not arise out of, and do not relate to the other partytrademarks, trade names, or disputes respecting web domain names, and TLV reserves and preserves all rights, defenses, and counterclaims related thereto; and (b) TLV does not release and reserves and preserves, inter alia, any and all: (i) of its respective agentsUnresolved Claims that are not Released Claims, spousesand (ii) claims arising from and after March 8, employees2010 that are not in connection with, officersdo not arise out of, directorsand do not relate to the trademarks, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developedtrade names, or occurred before the Effective Date. It is expressly agreed disputes respecting web domain names, and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxTropicana Entertainment reserves and preserves all rights, the claim shall be dismissed immediately upon presentation of this Amendmentdefenses, and counterclaims related thereto.

Mutual Releases. Except (a) Effective upon the Settlement Effective Time, the GLBL Parties, for rights arising under themselves and on behalf of their respective trustees, executors, estates, heirs and assigns (the Agreement, as amended by this Amendment, after the date hereof “GLBL Releasing Parties”) hereby fully and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) forever release, remisedischarge and acquit SunEdison and SunEdison’s trustees, executors, estates, heirs and discharge each otherassigns, and each of their respective current and former partners, agents, spouses, employees, officers, directors, shareholdersemployees, representatives, attorneys, counsel successors and affiliates frompredecessors, in each case solely in their capacities as such (other than GLBL and TERP) (iithe “SunEdison Released Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasesjudgments, doingsexecutions, omissionsrights, damages, executionscosts, obligationsexpenses, liabilities, and expensesclaims, and any and all other claims demands and causes of action of every kind, nature and description whatsoever character whatsoever, at law or in equity, whether based on contract (including attorneys' fees and costsincluding, without limitation, quasi contract or estoppel), whether statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of fiduciary duty, recklessness, gross negligence, willful misconduct or negligence) or otherwise, accrued or unaccrued, known or unknown, either at lawmatured, in equityunmatured, liquidated or mixedunliquidated, certain or contingent (collectively, “Claims”), that either the GLBL Releasing Parties ever had, now has, or can, shall, have or may have, hereafter have against the other SunEdison Released Parties for, upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) beginning of the Age Discrimination in Employment Act, world through the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawSettlement Effective Time, including but not limited to claims the GLBL Claims; provided that the GLBL Releasing Parties do not release, discharge or suits for intentional interference with contractual relations, breach of acquit the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, SunEdison Released Parties from (Ci) any indebtedness Claim to enforce, or alleged indebtedness between Employee for damages for breach of, this Agreement, the Jointly Supported Transaction Agreement, the Voting and either CompanySupport Agreement, (Dany agreement not rejected or terminated pursuant to Section 2(c) any vacation, leave or other accruals, and (E) any other action or grievance against the other party2(e), or any other contract, instrument, release or other agreement or document created or entered into in connection with this Agreement or the Jointly Supported Transaction, or (ii) the Preserved Comprehensive Unsecured Claim and the Preserved Renova Unsecured Claims, or (iii) any Claim against any direct or indirect subsidiary of its SunEdison Inc that is not a SunEdison Party and that commences any action or proceeding with respect to a Claim against a GLBL Released Party (as defined below) other than a Claim described in the proviso in Section 4(b)(i) below. (b) Effective upon the Settlement Effective Time, the SunEdison Parties, for themselves and on behalf of their respective trustees, executors, estates, heirs and assigns (the “SunEdison Releasing Parties”) hereby fully and forever release, discharge and acquit GLBL and GLBL’s trustees, executors, estates, heirs and assigns, and each of their respective current and former partners, agents, spouses, employees, officers, directors, shareholdersemployees, representatives, attorneys, counsel successors and affiliatespredecessors, based in each case solely in their capacities as such (other than SunEdison and TERP) (the “GLBL Released Parties”) from any and all Claims that the SunEdison Releasing Parties ever had, now have or may hereafter have against the GLBL Released Parties for, upon or by reason of any conduct matter, cause or thing whatsoever, which has happenedfrom the beginning of the world through the Settlement Effective Time, developedincluding but not limited to the SunEdison Claims; provided that the SunEdison Releasing Parties do not release, discharge or acquit the GLBL Released Parties from (i) any Claim to enforce or for damages for breach of, this Agreement, the Jointly Supported Transaction Agreement, the Voting and Support Agreement, any agreement not rejected or terminated pursuant to Section 2(c) and 2(e), or occurred before any contract, instrument, release or other agreement or document created or entered into in connection with this Agreement or the Jointly Supported Transaction or (ii) any Claim against any direct or indirect subsidiary of GLBL Inc that is not a GLBL Party and that commences any action or proceeding with respect to a Claim against a SunEdison Released Party (as defined below) other than a Claim described in the proviso in Section 4(a)(i) or 4(a)(ii) above. (c) The Parties hereby agree to hold in abeyance any and all discovery requests related to (i) any Claims released in this Section 4 unless and until this Agreement is terminated in accordance with its terms, and (ii) the Preserved Comprehensive Unsecured Claim until the Approval Order has been entered; provided that the SunEdison Parties reserve the right to make discovery requests relating to Claims brought against SunEdison by entities other than the GLBL Releasing Parties and, subject to the potential applicability of the automatic stay, the GLBL Parties reserve the right to make discovery requests relating to Claims brought against GLBL by entities other than the SunEdison Releasing Parties. (d) Notwithstanding anything to the contrary in this Section 4, the Parties’ rights, if any, to access any insurance policies, including those under which SunEdison or GLBL is insured, or the proceeds thereof in their respective capacities as insureds thereunder, including, but not limited to, (i) directors’ and officers’ insurance policies, (ii) employee liability insurance policies, (iii) property, casualty and liability insurance policies and (iv) module and other warranty insurance policies, shall not be affected or diminished by this Agreement (even if Claims related thereto are released against the SunEdison Released Parties or the GLBL Released Parties pursuant to this Agreement), and the rights and defenses of all Parties are reserved with respect thereto. (e) For the avoidance of doubt, nothing in this Agreement is intended, or shall be construed, to release any Claims by or on behalf of (i) the GLBL Parties against GLBL’s own current and former partners, agents, officers, directors, employees, representatives, attorneys, successors and predecessors acting in their capacities as such (regardless of whether such persons are or were also officers, directors or employees of SunEdison), or (ii) the SunEdison Parties against SunEdison’s own current and former partners, agents, officers, directors, employees, representatives, attorneys, successors and predecessors acting in their capacities as such (regardless of whether such persons are or were also officers, directors or employees of GLBL). (f) Effective Date. It upon the entry of the Approval Order, the GLBL Releasing Parties hereby fully and forever release, discharge and acquit any Buyer of any and all renewable energy projects owned by SunEdison (the “SunEdison Projects”) from any and all Claims arising out of, in connection with, or relating to their acquisition of such SunEdison Projects (which shall include, without limitation, the release and waiver of any right of first offer or similar rights held by the GLBL Releasing Parties in connection with any SunEdison Projects, and shall extend to the SunEdison Project companies themselves); provided that it is expressly agreed and understood that stipulated that, prior to the Settlement Effective Time upon which time the releases in Section 4(a) shall become effective, such releases and waivers shall not reduce, diminish or modify GLBL’s Claims against the Debtors in the Chapter 11 Cases in any respect, with such Claims to be treated as if such releases and waivers were never granted, other than any acquisition of SunEdison Projects in connection with such Buyer’s or its affiliates’ direct or indirect acquisition of all or a part of the equity or assets of GLBL or TERP (under a sale, plan of reorganization, plan of liquidation or otherwise). For purposes of this Section 4(f), “Buyer” means any prospective or actual third-party buyer of a SunEdison Project. Notwithstanding anything to the contrary in this Agreement, the releases contained here are GENERAL RELEASES. In in this Section 4(f) shall survive the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation termination of this AmendmentAgreement.

Mutual Releases. Except (a) As of the Closing Date, in consideration of the covenants contained herein, each of the Sellers, the Castanea Entities, Vines, Xxxxxxx and Xxxxx (collectively, the “Seller Parties”), on behalf of itself and its Affiliates, and its and their respective heirs, executors, administrators, successors and assigns, (each a “Seller Releasor” and, collectively, the “Seller Releasors”), does hereby fully, unconditionally and irrevocably release, remise and forever discharge Xxxxxx, XX Lender, BJ Agent, New Lender and Purchaser (collectively, the “Purchaser Parties”), their respective Affiliates (excluding, for rights arising under the Agreementavoidance of doubt, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handand its subsidiaries), and the Company on respective financial and legal advisors of the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remiseforegoing Persons, and discharge each othertheir respective heirs, executors, administrators, successors and assigns, (collectively, the “Seller Released Persons”), and each of their respective agentsthem, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, chargescontroversies, complaints, demandssuits, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executionsliabilities or demands, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)whether in law or in equity, whether known or unknown, either at lawwhether absolute or contingent, in equitywhether express or implied, whether liquidated or mixedunliquidated, whether direct or indirect, whether nominally or beneficially possessed or claimed (each a “Released Claim”), that either the Seller Releasor ever had, now has, or can, shall, has or may have, against hereafter possess from the other by reason of, on account of, or beginning of time arising out of or relating to any matter, cause event or thing whatsoever, which has happened, developedoccurrence on or prior to, or occurred before any fact or circumstance existing on or prior to, the Effective Closing Date and involving any of the Seller Released Persons; provided, however, that nothing contained in the foregoing shall affect the rights of the Seller Releasor arising under or in connection with any of this Agreement, the other Transaction Document and the other agreements, documents or instruments contemplated hereby or thereby (including but any existing agreements being assumed pursuant to the terms hereof) or any of the transactions contemplated hereby or thereby. Each of the Seller Parties, individually and not limited jointly solely as to itself, himself or herself, represents and warrants to the Seller Released Persons that there has been no assignment or other transfer of any interest in any Released Claim subject to the foregoing release, except to any other Seller Releasor. (Ab) Each of the Seller Parties, on behalf of itself and its respective Seller Releasors, agrees and covenants not to xxx or prosecute, institute or cooperate in the institution, commencement, filing, or prosecution of any suit on the basis of any claims released herein against any Seller Released Person. For avoidance of doubt, this release of all claims and covenant not to xxx on the basis of any claim by the Seller Releasors is inclusive of and hereby releases and bars suit on account of all claims the Seller Releasors may hold or at any time heretofore had, owned or held, or could, shall or may hereafter have, own, or hold against the Seller Released Persons in the capacity as creditor of any of the Sellers or derivatively by, though or under any of the Sellers, including by reason of the dissolution, insolvency, or bankruptcy of any of the Sellers. If notwithstanding the releases herein, any Seller Releasor receives any distribution or recovery from or on behalf of any Seller Released Person on account of any claim released herein or any claims against the Seller Released Persons asserted by any Seller or a representative of any Seller or its creditors, including by a trustee or creditors’ committee in a bankruptcy case of any of the Sellers, such Seller Releasor shall promptly pay all such distributions or recoveries to each Seller Released Person from or on behalf of whom such distributions or recoveries were received. (c) As of the Closing Date, in consideration of the covenants contained herein, each of the Purchaser Parties, on behalf of itself and its Affiliates, and its and their respective successors and assigns, (each a “Purchaser Releasor” and, collectively, the “Purchaser Releasors”), does hereby fully, unconditionally and irrevocably release, remise and forever discharge the Seller Parties, their respective Affiliates (including, for avoidance of doubt, the Company and its subsidiaries), and the respective financial and legal advisors of the foregoing Persons, and their respective heirs, executors, administrators, successors and assigns, (collectively, the “Purchaser Released Persons”), and each of them, from any and all claimsReleased Claims that the Purchaser Releasor ever had, asserted now has or unasserted, arising from employment with or separation may hereafter possess from the Companybeginning of time arising out of or relating to any event or occurrence on or prior to, or any fact or circumstance existing on or prior to, the Closing Date and specifically including involving any of the Purchaser Released Persons; provided, however, that nothing contained in the foregoing shall affect the rights of the Purchaser Releasor arising under or in connection with any of this Agreement, the other Transaction Document and the other agreements, documents or instruments contemplated hereby or thereby or any of the transactions contemplated hereby or thereby. Each of the Purchaser Parties, individually and not jointly solely as to itself, represents and warrants to the Purchaser Released Persons that there has been no assignment or other transfer of any interest in any Released Claim subject to the foregoing release, except to any other Purchaser Releasor. (d) Each of the Purchaser Parties, on behalf of itself and its respective Purchaser Releasors, agrees and covenants not to xxx or prosecute, institute or cooperate in the institution, commencement, filing, or prosecution of any suit on the basis of any claims released herein against any Purchaser Released Person. For avoidance of doubt, this release of all claims and covenant not to xxx on the basis of any claim by the Purchaser Releasors is inclusive of and hereby releases and bars suit on account of all claims the Purchaser Releasors may hold or at any time heretofore had, owned or held, or could, shall or may hereafter have, own, or hold against the Purchaser Released Persons in the capacity as creditor of any of the Sellers or derivatively by, though or under any federalof the Sellers, state or local laborincluding by reason of the dissolution, employment, discrimination, human rights, civil rights, wage/hour, pensioninsolvency, or tort lawbankruptcy of any of the Sellers. If notwithstanding the releases herein, statute, order, rule, regulation any Purchaser Releasor receives any distribution or public policyrecovery from or on behalf of any Purchaser Released Person on account of any claim released herein or any claims against the Purchaser Released Persons asserted by any Seller or a representative of any Seller or its creditors, including but not limited toby a trustee or creditors’ committee in a bankruptcy case of any of the Sellers, those arising under such Purchaser Releasor shall promptly pay all such distributions or recoveries to each Purchaser Released Person from or on behalf of whom such distributions or recoveries were received. (all as amendede) Notwithstanding anything contained herein or in any other Transaction Documents to the Age Discrimination in Employment Actcontrary, the Older Workers Benefit Protection Act, following items (the National Labor Relations Act, “Existing Payables”) are expressly excluded from the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, mutual releases contained herein: (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C1) any indebtedness monies or alleged indebtedness between Employee and either Companypayables accrued, (D) incurred or otherwise owed by Madden or any vacation, leave Affiliate for royalties or other accrualssums as of September 30, 2010 under any existing license agreement with Sellers (the “Existing Madden/Xxxxxxx License”), and (E2) any other action monies or grievance against payables accrued, owed or otherwise incurred by Sellers or their Affiliates to Madden as of September 30, 2010 under the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel Existing Madden/Xxxxxxx License. Sellers and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is Madden expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event agree that any party institutes any action hereby released or Existing Payables under the Existing Madden/Xxxxxxx License shall continue to which he or it has agreed not to xxx, the claim remain owing and in effect and shall be dismissed immediately upon presentation payable in the ordinary course as exists between the parties in accordance with the terms of this Amendmentthe Existing Madden License.

Mutual Releases. Except In exchange for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as mutual termination of the Effective DateEmployment Agreement and the compensation contained in Exhibit B payable to Consultant by Company, Employee, on the one handParties hereto acknowledge a full resolution and satisfaction of, and the Company on the hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, REMISE AND FOREVER DISCHARGE each other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agentsaffiliates, spousesowners, employeesmembers, shareholders, managers, officers, directors, shareholdersassigns, attorneysparents, counsel and affiliates fromsubsidiaries, and (ii) agree and covenant not to instituteemployees, submitindependent contractors, file or bringagents, or permit to be institutedheirs, submittedtrustees, filed or brought on his or its behalf against the other in any courtestates, administrative agencybeneficiaries, or other forumsuccessors in interest, from any and all manner of claims, charges, complaints, demandsliabilities, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasesclaims and demands of any kind whatsoever, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)in law or equity, whether known or unknown, either at lawsuspected or unsuspected, in equityfixed or contingent, apparent or mixedconcealed, that either which they, their heirs, executors, administrators, successors or assigns ever had, now hashave or hereafter can, shall or may have for, upon, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before from the beginning of Bxxxxxx’x involvement with Company to the Effective Date including but not limited of this Agreement, arising out of or relating to (A) any and all the Employment Agreement, including, without limitation, contract claims, asserted benefit claims, tort claims, harassment, defamation and other personal injury claims, fraud claims, whistleblower claims, unjust, wrongful or unasserted, arising from employment with or separation from the Company, constructive dismissal claims and specifically including any claims under any federalmunicipal, state or local laborfederal wage payment, employmentdiscrimination or fair employment practices law, discriminationstatute or regulation, human rightsand claims for costs, civil rightsexpenses and attorneys’ fees with respect thereto. The Parties further covenant that they will not encourage, wage/hourassist, pensionjoin in, or tort lawfacilitate any action brought as a result of Bxxxxxx’x, statuteinvolvement, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partyrelationship, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before affiliation with Company prior to the Effective Date, whether as a lawsuit in state or federal court or as an administrative agency action. It The foregoing shall not apply to claims arising from the breach of this Agreement, including the payment of the Company’s obligations pursuant to Exhibit B hereunder. Notwithstanding the foregoing release, the Bxxxxxx’x right to indemnification is expressly agreed and understood that not released under the releases contained here are GENERAL RELEASESCompany’s Certificate of Incorporation, Bylaws, any agreement or insurance policy for all periods prior to the this Agreement where Bxxxxxx served as a Company officer or director. In the event that any party institutes any action hereby released or the Company purchases tail coverage with respect to which he or it has agreed not to xxxits directors and officers insurance, the claim shall be dismissed immediately upon presentation of this AmendmentCompany will include Bxxxxxx as a covered person pursuant to such tail policy.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as a. Effective upon Plaintiffs’ receipt of the Effective DateInitial Settlement Payment and closing of the Transfer, EmployeePlaintiffs, for themselves and on the one handbehalf of each of their members, partners, trustees, beneficiaries, directors, officers, controlled affiliates, subsidiaries, executors, administrators, agents, employees, representatives, attorneys, successors, heirs, and assigns (the Company on the other hand“Plaintiff Releasing Parties”), hereby fully, forever, irrevocably release and unconditionally (i) release, remise, and forever discharge each otherDefendants, and each of their respective past and present companies, parents, members, partners, trustees, shareholders, directors, officers, affiliates, subsidiaries, executors, administrators, agents, spouses, employees, officers, directors, shareholdersrepresentatives, attorneys, counsel successors, heirs, beneficiaries and affiliates fromassigns (collectively, and (ii) agree and covenant not to institutethe “Defendant Released Parties”), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of past, present and future claims, chargesdemands, complaintsdamages, demandsrights, actions, causes of action, suits, rightscontracts, debtsagreements, dues, sums of money, costs, lossesobligations, accounts, reckoningsdefenses, covenantsoffsets and liabilities of any kind or character whatsoever, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at lawdiscovered or undiscovered, in equitysuspected or unsuspected, asserted or unasserted, arising from or related to the Lawsuit, the MIPA, the Transactions, the Greenbrook Shares, the investor rights agreement dated July 14, 2022, between Greenbrook and Xxxxx (the “IRA”), the registration rights agreement dated July 14, 2022, between Greenbrook and Xxxxx (the “RRA”), or mixedXxxxx’x employment agreement with the Greenbrook dated July 14, that either 2022 (the “EA”) or Xxxxx’x interests in or relationships with Greenbrook (as a former shareholder, officer, director, employee or otherwise), which the Plaintiff Releasing Parties ever had, now has, or can, shall, or may have, might hereafter have against the other Defendant Released Parties, whether arising at law or in equity by reason of, on account of, or arising out of any matter, cause cause, happening or thing whatsoeverfrom the beginning of time through and including the date of execution of this Agreement; provided, which has happened​ however, developedthat the Plaintiff Releasing Parties shall not release any claims arising from any breach of any obligations under this Agreement or under the Assignment and Assumption Agreement or the Excluded Claims. b. Effective upon dismissal of the Lawsuit and the valid and proper return to Greenbrook of the Greenbrook Shares and the Escrowed Shares, or occurred before in each case in a form satisfactory to the Effective Date including but not limited to Transfer Agent, Defendants for themselves and on behalf of each of their members, partners, trustees, directors, officers, controlled affiliates, subsidiaries, executors, administrators, agents, employees, representatives, attorneys, successors, heirs, and assigns (A) the “Defendant Releasing Parties”), hereby releases and forever discharges Plaintiffs, and each of their past and present companies, parents, members, partners, trustees, shareholders, directors, officers, affiliates, subsidiaries, executors, administrators, agents, employees, representatives, attorneys, successors, heirs, beneficiaries and assigns (collectively, the “Plaintiff Released Parties”), from any and all past, present and future claims, demands, damages, rights, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets and liabilities of any kind or character whatsoever, known or unknown, discovered or undiscovered, suspected or unsuspected, asserted or unasserted, arising from employment or related to the Lawsuit, the MIPA, the Transactions, the IRA, the RRA, the EA, or Xxxxx’x interests in or relationships with Greenbrook (as a former shareholder, officer, director, employee or separation otherwise), which the Defendant Releasing Parties ever had, now has, or might hereafter have against the Plaintiff Released Parties, whether arising at law or in equity by reason of any matter, cause, happening or thing from the Companybeginning of time through and including the date of execution of this Agreement; provided, however, that the Defendant Releasing Parties shall not release any claims arising from any breach of any obligations under this Agreement or under the Assignment and Assumption Agreement or the Excluded Claims. c. Notwithstanding the foregoing, the releases in this paragraph shall not limit claims with respect to (i) Sections 5.10, 5.11, 6.2(c) (excluding as it relates the Payroll Taxes which shall be borne by Greenbrook in accordance with this Agreement), 6.2(d), 6.2(e) and/or Article VIII of the MIPA (ii) Sections 8 and 9 of the EA (to the extent relating to actions outside the State of New Jersey) and Section 10 of the EA and (iii) the director indemnity agreement between the Greenbrook and Xxx Xxxxx, and specifically any other rights to indemnification which Xxxxxxxx Xxxxx may have pursuant to the governing documents of Greenbrook or its subsidiaries (the “Excluded Claims”). d. Each Plaintiff Releasing Party and Defendant Releasing Party understands that it may later discover claims or facts that may be different from, or in addition to, those that it or any other Plaintiff Releasing Party or Defendant Releasing Party now knows or believes to exist regarding the subject matter of the release contained in this Paragraph 8 and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party's decision to enter into it and grant the release contained in this Paragraph 8. Nevertheless, each Plaintiff Releasing Party and Defendant Releasing Party intends to fully, finally and forever settle and release all claims that now exist, may exist, or previously existed, as set out in the release contained in this Paragraph 8, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. Each Plaintiff Releasing Party and Defendant Releasing Party hereby waives any right or claim that might arise as a result of such different or additional claims or facts. e. Except for the representations and warranties contained in this Agreement or Article IV of the Assignment and Assumption Agreement, neither Plaintiff, Defendant nor any other Person has made or makes any express or implied representation or warranty, either written or oral, on behalf of themselves, with respect to any matter, including without limitation, the Greenbrook Shares, the Greenbrook Shares value, the business operations or future plans or prospects of Greenbrook, any of the transactions contemplated by the Assignment and Assumption Agreement or the accuracy or completeness of any information, documents or material regarding such matters or any other matters furnished or made available to such Party or their Representatives in any form (including any claims under any federalinformation, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensiondocuments, or tort lawmaterial made available in Greenbrook’s virtual data room maintained ​ ​ by Firmex on behalf of Greenbrook), statuteor as to the operations, ordercondition or value, rulefuture revenue, regulation profitability, or public policysuccess of Greenbrook or of the TMS centers operated under the Assigned Leases (as defined in the Assignment and Assumption Agreement), or any representation or warranty arising from statute or otherwise at law or in equity notwithstanding the delivery or disclosure to the other Party of any materials, documentation or other information during the negotiation process. Each Party hereto specifically disclaims that they are relying upon or have relied upon any such representation or warranty that may have been made by any other Party hereto or any other Person, and acknowledges and agrees that each Party hereto has specifically disclaimed and do hereby specifically disclaim any such representation or warranty made by any other Party hereto or any other Person, including without limitation, any representation or warranty regarding the Greenbrook Shares, the Greenbrook Shares value, the business operations or future plans or prospects of Greenbrook, any of the transactions contemplated by the Assignment and Assumption Agreement or the accuracy or completeness of any information, documents or material regarding such matters or any other matters furnished or made available to such Party or their Representatives in any form (including any information, documents, or material made available in Greenbrook’s virtual data room maintained by Firmex on behalf of Greenbrook), or as to the operations, condition or value, future revenue, profitability, or success of Greenbrook or of the TMS centers operated under the Assigned Leases (as defined in the Assignment and Assumption Agreement), or any representation or warranty arising from statute or otherwise at law or in equity notwithstanding the delivery or disclosure to the other Party of any materials, documentation or other information during the negotiation process. f. The Plaintiffs hereby confirm and agree that they are sophisticated investors who are capable of assessing and assuming the investment risks related to the relinquishment of Greenbrook Shares (including the Escrowed Shares) as contemplated by this Agreement, and each Plaintiff further acknowledges and understands that the Defendants are in possession of material non-public information (“MNPI”) about Greenbrook, including, but not limited to, those arising under its business, financial condition and prospects (all as amended) the Age Discrimination in Employment Actincluding, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to, certain potential transactions that Defendants have disclosed to claims the Plaintiffs), and that Greenbrook has not yet publicly disclosed its financial results or suits published its financial statements for intentional interference with contractual relationsthe three and six months ended June 30, breach 2024, and each of the implied covenant Plaintiffs hereby expressly waives any right to receipt of good faith such MNPI that has not previously been disclosed to them and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) waives any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partyclaim, or potential claim, any Plaintiff may have against any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASESDefendants relating thereto. In addition, each of the event Plaintiffs hereby confirms and agrees that each such Plaintiff shall keep strictly confidential any party institutes any action hereby released or such MNPI that has been disclosed by the Defendants to which he or it the Plaintiffs, unless and until such MNPI has agreed not to xxx, been publicly disclosed by the claim shall be dismissed immediately upon presentation of this Amendment.Company. ​ ​

Mutual Releases. Except (a) In exchange for the rights and benefits arising under this Release, and except for any failure by Buyer to pay the AgreementSettlement Amount in accordance with Section 1 above (including payment of the Notes, as amended by this Amendmentmay have been adjusted), after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employeeeach Seller, on his or her own behalf, and on behalf of his or her heirs, beneficiaries, legal and personal representatives, successors, assigns, affiliates and anyone else acting on his or her behalf (collectively, the one hand, “Seller Parties”) hereby irrevocably releases and forever discharges Buyer and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agentsparents, spousessubsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, shareholders, employees, officers, directors, shareholdersagents, attorneys, counsel representatives, successors, beneficiaries, heirs and affiliates assigns (collectively, “Buyer Parties”) from, and (ii) agree waives and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forumrelinquishes, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)Claims, whether presently known or unknown, either at lawof any kind or nature arising out of, relating to or based upon the Payment or the calculation thereof. Each Seller knowingly grants such release and discharge notwithstanding that he or she may hereafter discover facts in equityaddition to, or mixeddifferent from, that either ever hadthose which he or she now knows or believes to be true, now hasand without regard to the subsequent discovery or existence of such different or additional facts, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) and each Seller expressly waives any and all claims, asserted rights that he or unasserted, she may have under any statute or common law principle which would limit the effect of the foregoing release and discharge to those Claims actually known or suspected to exist. (b) In exchange for the rights and benefits arising from employment with or separation from the Companyunder this Release, and specifically including except for any claims breach of this Release, Buyer hereby irrevocably releases and forever discharges Sellers from, and waives and relinquishes, any and all Claims, whether presently known or unknown, of any kind or nature arising out of, relating to or based upon the Unearned Revenues or the calculation thereof. Buyer knowingly grants such release and discharge notwithstanding that it may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and Buyer expressly waives any and all rights that it may have under any federal, state statute or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) common law principle which would limit the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach effect of the implied covenant of good faith foregoing release and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness discharge to those Claims actually known or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or suspected to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentexist.

Mutual Releases. Except for rights arising In consideration of Landlord releasing Tenant from its obligation to pay the balance of the rentals due under the Lease subsequent to the Surrender Date and executing this Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as in consideration of the Effective Daterepresentations and other agreements herein contained, Employee, on the one hand, Landlord and the Company on the other hand, Tenant hereby fully, forever, irrevocably release and unconditionally (i) release, remise, and forever discharge each other, and each of their respective agentspartners, spouses, employeesmembers, officers, directors, shareholdersagents, attorneystrustees, counsel and affiliates frombeneficiaries, and (ii) agree employees, of and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, chargesacts, complaintsdamages, demands, actions, rights of action and causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either action which each party ever had, now has, or can, shall, or in the future may have, known or unknown, foreseeable or unforeseeable, against the other by reason ofother, on account ofarising from or in any way connected with the Lease, or Landlord’s management or operation of the Building and Project (“Claims”), except Claims which are related to or arising out from (i) those obligations, representations, and liabilities contained herein or reinstated pursuant to the provisions of this Agreement, (ii) Tenant’s failure to use the Premises or any portion thereof in compliance with applicable statutes, ordinances, rules, regulations and orders and/or Txxxxx’s use of the Premises, in a manner constituting waste or nuisance, (iii) Tenant’s failure to pay personal property taxes as contemplated under the Lease, (iv) Tenant’s failure to pay all Rent and any other payments due Landlord on or before the Surrender Date which may not be received as of the Surrender Date, (v) any violation of the terms of the Lease relating to liens against the Premises, the Building and/or the Project, (vi) any violation by Tenant or its subtenants, agents, employees or contractors relative to environmental laws concerning hazardous or toxic materials or substances, and/or (vii) the occurrence of any matterevents in connection with which Tenant is required to indemnify Landlord or hold Landlord harmless as provided in the Lease, cause and/or (viii) the occurrence of any events in connection with which Landlord is required to indemnify Tenant or thing whatsoeverhold Tenant harmless as provided in the Lease (collectively, the “Reserved Claims”). Each of Landlord and Tenant reserves its rights and remedies under the Lease with respect to Reserved Claims. Except with respect to the Reserved Claims, this release is intended as a full settlement and compromise of each, every and all Claims of every kind and nature relating to the Lease, the management of the Building and Project and the occupancy and/or use of the Premises, the Building and/or the Project. Landlord and Txxxxx acknowledge that they are familiar with Section 1542 of the Civil Code of the State of California which has happenedprovides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, developedIF KNOWN BY HIM OR HER, or occurred before the Effective Date including but not limited to (A) WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.” Landlord and Tenant expressly waive any and all claims, asserted rights which they may have under Section 1542 of the Civil Code of the State of California or unasserted, arising from employment with the benefit they have or separation from the Company, and specifically including any claims might have under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach similar provision of the implied covenant statutory or non-statutory law of good faith any jurisdiction (or such similar statutes) pertaining to the Claims (other than the Reserved Claims). Landlord’s Initials: Tenant’s Initials: Lxxxxxxx and fair dealingTxxxxx understand and agree that by execution of this Agreement, breach of contract, wrongful termination, negligent supervision, negligence, intentional each party and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employeespartners, officers, directors, shareholdersagents, attorneystrustees, counsel beneficiaries, and affiliatesemployees do not admit any liability of any nature whatsoever. This Agreement is made entirely as a compromise and for the purpose of terminating the Lease and settling and extinguishing the respective claims, based upon any conduct whatsoeveracts, which has happeneddamages, developeddemands, rights of action or occurred before causes of action of the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentparties hereto.

Mutual Releases. Except for rights arising under a. In consideration of the mutual promises herein, and except as expressly excluded by paragraphs 3(d) of this Agreement, as amended by this Amendmentbelow, after the date hereof Parties hereby release and forever discharge any and all claims, actions, and causes of action, of any kind and nature whatsoever, whether presently known or unknown, suspected or unsuspected, against each other and any rights Employee subsidiaries or the Company has under any optionsaffiliates, restrictive stock units including their and their subsidiaries’ or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, affiliates’ present and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, former officers, directors, shareholdersmembers, attorneyssubsidiaries, counsel and affiliates fromaffiliates, agents (including but not limited to Back Office Consultants, Inc., and its employees Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxxxxxx), attorneys (ii) agree and covenant including but not limited to instituteXxxx X. Xxxxxxxxxx, submitXxxxxxxx Xxxxxxx, file or bringthe law firm of Xxxxxxxxxx & Xxxxxxx, or permit to be institutedLLP, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilitiesXxxx Xxxxxxxxx, and expensesthe law firm of Xxxxxx & Xxxxxxxxx LLP), employees, predecessors, successors and assigns, personal representatives, heirs, executors, estates, and any and all other claims of every kindadministrators, nature and description whatsoever (including attorneys' fees and costs), whether known which the Parties and/or their respective successors or unknown, either at law, in equity, or mixed, that either assigns ever had, now has, have or hereafter can, shall, shall or may havehave for, against the other upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoeverwhatsoever arising out of or in any way connected to INCA, which has happenedincluding, developed, or occurred before the Effective Date including but not limited to (A) the Xxxxxx Employment Agreement or the performance thereof. b. In addition to the foregoing, Goldreich releases any and all rights whatsoever he ever had, now has or hereafter can, shall or may have, in connection with the Goldreich Loans. c. In addition to the foregoing, Xxxxxx releases any rights she may have under the Leases. d. Notwithstanding paragraph 3(a) of this Agreement, the Parties do not release, waive, or otherwise discharge any claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionactions, or tort lawcauses of action, statuteof any kind or nature whatsoever, orderwhether presently known or unknown, rulesuspected or unsuspected, regulation against each other or public policyany subsidiaries or affiliates, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety their and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 their subsidiaries’ or affiliates’ present and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, former officers, directors, members, shareholders, attorneyssubsidiaries, counsel and affiliates, based upon any conduct whatsoeveragents, employees, predecessors, successors and assigns, personal representatives, heirs, executors, estates, and administrators, which has happenedthe Parties and/or their respective successors or assigns ever had, developednow have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of or in any way connected to the performance, breach, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation other non-performance of this AmendmentAgreement or any of the Parties’ obligations hereunder.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) Xxxxx, in consideration of the Settlement Payment described in Paragraph 2 and of the mutual promises and exchange of valuable consideration, all of which are set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, for and on behalf of itself, its heirs, owners, officers, legal representatives, past, present, and future agents, assigns, represented parties, and successors (hereinafter referred to as “Contractor Releasors”), does fully and forever irrevocably remise, release, remiseremit, acquit, and discharge each otherthe Town of Stockbridge and its employees, and each of their respective agents, spouses, employeesboard members, officers, directors, shareholdersagents, attorneys, counsel and affiliates fromservants, legal representatives, affiliates, insurers, and assigns (iihereinafter referred to as “Town Released Parties”) agree from and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of executions, judgments, debts, liabilities, attorneys’ fees, appeals, claims, chargescontracts, complaintsagreements, rights, compensation, losses, expenses, liens, demands, actions, causes of actiondamages, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreementsproceedings, promises, leases, doings, omissions, damages, executions, obligations, liabilities, actions and expenses, and causes of action of any and all other claims of every kindname, nature and or description whatsoever (including attorneys' fees and costs)whatsoever, whether known or unknown, either at lawboth in law and equity which are held, in equity, or mixed, that either ever had, now has, or can, shallwere held, or may have, against the other have been held by reason of, or on account of, or arising out behalf of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawContractor Releasors, including but not limited to all claims, etc., which in any way arise from, result from, or in any way relate to the Project and the Work performed thereon, including, without limitation, all claims, counterclaims, cross-claims, and third-party clauses of action that have been made or could have been made against the Town Released Parties prior to the effective date hereof. a. Contractor Releasors hereby agree and acknowledge that they accept the payment set forth in Paragraph 2 as a full and complete compromise, accord and satisfaction of all claims asserted or suits which could have been asserted against the Town Released Parties prior to the effective date hereof; that this Agreement bars them and any person claiming through them from asserting any claims of any kind against the Town Released Parties arising out of or relating in any way to the Project. (ii) The Town, for intentional interference with contractual relations, breach and in sole consideration of the implied covenant mutual promises and exchange of good faith valuable consideration, all of which are set forth in this Agreement, the receipt and fair dealingsufficiency of which are hereby acknowledged, breach do hereby for and on behalf of contractitself, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spousesofficials, employees, officers, directorslegal representatives, shareholderspast, present, and future agents, assigns, represented parties, and successors (hereinafter referred to as “Town Releasors”), fully and forever irrevocably remise, release, remit, acquit, and discharge Xxxxx and its employees, board members, officers, agents, attorneys, counsel and servants, legal representatives, affiliates, based upon and assigns (hereinafter referred to as “Contractor Parties”) from and against any conduct and all executions, judgments, debts, liabilities, attorneys’ fees, appeals, claims contracts, agreements, rights, compensation, losses, expenses, liens, demands, damages, suits, controversies, proceedings, actions and causes of action of any name, nature or description whatsoever, known or unknown, both in law and equity which has happenedare held, developedwere held, or occurred before may have been held by or on behalf of Town Releasors, including but not limited to all claims, etc., which in any way arise from, result from, or in any way relate to the Effective Date. It is expressly agreed Project and understood the Work performed thereon, including, without limitation, all claims, counterclaims, cross-claims, and third-party clauses of action that have been made or could have been made against Xxxxx Released Parties prior to the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmenteffective date hereof.

Mutual Releases. Except for rights arising under the Effective upon termination of this Agreement, as amended except for those obligations created by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as arising out of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) releasethis Agreement which expressly survive such termination, remise(ii) the Indemnification Agreement between the Company and the Executive dated as of February 6, 2002 (the "Indemnification Agreement") or (iii) the letter agreement between the Company and the Executive dated February 7, 2003 (the "Letter Agreement"), the Company and the Executive shall enter into mutual releases substantially in the form as follows: "Except for those obligations referenced in the first paragraph of Section 9 of the Executive Services Agreement dated as of May 30, 2003, (A) the Company hereby fully releases and discharges, and discharge each othercovenants not to xxx, the Executive and/or his descendants, dependants, heirs, executors, spouse, administrators, assigns and successors, past and present, and each of their respective agentsthem (the "Executive Releasees"), spouses, employees, officers, directors, shareholders, attorneys, counsel with respect to and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, chargesagreements, complaintsobligations, demandslosses, actionsliens, damages, injuries, causes of action, rights, demands, contracts, covenants, actions, suits, rights, debts, dues, sums of moneyinterest, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees fees, judgments, orders and costs)liabilities of whatever kind or nature, whether in law, equity or otherwise, known or unknown, either at lawsuspected or unsuspected, and whether or not concealed or hidden, which it owns or holds upon termination of this Agreement or may in equitythe future hold against Executive and/or the Executive's Releasees, resulting from any act or omission by or on the part of Executive in the performance of the Services or as a member of the Board of Directors of the Company other than acts or omissions to act which (y) result in the Executive's conviction by, or mixedentry of a plea of guilty in, that either ever hada court of competent jurisdiction for a felony involving moral turpitude or harm to the business or reputation of the Company, now hasand such conviction or guilty plea becomes non-applicable or (z) constitute a material breach of duty to the Company or this Agreement by the Executive or his habitual neglect of his duty to perform the Services (collectively, or can"Company Claims"); and (B) the Executive hereby covenants not to xxx and fully releases and discharges the Company and its parent, shallsubsidiary and affiliated entities, or may havepast and present, against and each of then, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns and successors, past and present, and each of them, hereinafter together and collectively referred to as the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited "Company Releasees," with respect to (A) and from any and all claims, asserted wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, interest, costs, expenses, attorneys' fees, damaged, judgments, orders and liabilities of whatever kind or unassertednature in law, equity or otherwise, known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he owns or holds upon termination of this Agreement or may in the future hold as against said Company Releasees, arising from employment out of or in any way connected with or separation from the Company, performance of the Services and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policythe termination of this Agreement, including but not limited towithout limiting the generality of the foregoing, those arising any claim under (all as amended) Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Americans with Disabilities Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963California Fair Employment and Housing Act, and the Consolidated Omnibus Budget Reconciliation California Family Rights Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, collectively "Executive Claims"). (C) It is the intention of the Company and the Executive in executing these releases that said releases shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, each hereby knowingly, intentionally, voluntarily, and expressly waives any indebtedness and all rights and benefits conferred by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown or alleged indebtedness between Employee unsuspected claims, demands and either Companycauses of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 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, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Company and the Executive each acknowledge that he or it may hereafter discover claims or facts in addition to or different from those which he or it now knows or believes to exist with respect to the subject matter of this Agreement or otherwise and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, each hereby knowingly, intentionally, voluntarily, and expressly waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Each acknowledges that he or it understands the significance and consequences of such release and such specific waiver of SECTION 1542. The Company and the Executive also knowingly, intentionally, voluntarily, and expressly waive any and all rights and benefits conferred by law of any state or territory of the United States or any foreign country or principle of common law that is similar to SECTION 1542 OF THE CALIFORNIA CIVIL CODE. (D) The Executive expressly acknowledges and agrees that, by entering into this Agreement, he is waiving any vacationand all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoeveras amended, which has happened, developed, may have arisen on or occurred before the Effective Date. It is To this end, the Executive further expressly agreed acknowledges and understood agrees that: A. in return for this Agreement, he will receive compensation beyond that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not was already entitled to xxx, receive before entering into this Agreement; B. he was advised by the claim shall be dismissed immediately upon presentation Company and is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement; C. he was given a copy of this AmendmentAgreement on _______ __, 20__ and informed that he had twenty-one (21) days within which to consider the Agreement (although he may voluntarily choose to shorten that consideration period by signing earlier); and D. he was informed that he has seven (7) days following the date of his execution of this Agreement in which to revoke the Agreement. (E) The Company covenants that it will not assign or transfer to any person not a party to this Agreement any Company Claim or any part or portion thereof, and the Executive covenants that he will not assign or transfer to any person not a party to this Agreement any Executive Claim or any part or portion thereof. The Company and the Executive shall each defend, indemnity and hold harmless the other from and against any claim (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed."

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, (a) From and after the date hereof Closing, Seller and any rights Employee or the Company has under any optionsSeller’s Parent, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as for themselves and on behalf of the Effective Date, Employee, on the one hand, their direct shareholders and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each otherApplicable Indirect Shareholders, and each of their respective agentsthe successors and assigns of the foregoing (each, spousesa “Seller Releasor”), employeeshereby irrevocably, officersknowingly, directorsunconditionally and voluntarily release, shareholders, attorneys, counsel and affiliates fromdischarge, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and forever waive all manner of claims, charges, complaints, demands, actionsliabilities, defenses, affirmative defenses, set-offs, counterclaims, actions and causes of action, suits, rights, debts, dues, sums action of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)whatever kind or nature, whether known or unknown, either at lawthat any Seller Releasor has, may have or may assert now or in equitythe future against each of (i) the Company Indemnified Parties and their respective direct and indirect subsidiaries (but not any of the Seller OM Equity Subsidiaries or any investment vehicle sponsored by any direct or indirect subsidiary of Company), and any current or former manager, officer or employee of any of the foregoing, and their respective successors, assigns, heirs and executors (collectively, the ”Company Released Parties”), arising out of, relating to or resulting from any circumstance, action, failure to act, occurrence or omission of any sort or type, whether known or unknown, that occurred, existed, was taken or begun prior to the Closing (including regarding the matters set forth in the letters dated April and May 2017 exchanged by Seller and Other Member in connection with a potential “Trigger Event” under the Company Operating Agreement), or mixed(ii) any HFL Director or Officer arising out of, relating to or resulting from any circumstance, action, failure to act, occurrence or omission of any sort or type, whether known or unknown, that either ever hadoccurred, now hasexisted, was taken or canbegun prior to the resignation of such HFL Director or Officer from his position(s) at Seller. For the avoidance of doubt, shallnotwithstanding the foregoing, nothing in this Section 7.09(a) shall be deemed to release or may have, against the other by reason of, on account of, waive (1) any rights or arising out remedies of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to Seller Releasor under (A) this Agreement, the Side Letter or any Ancillary Document or (B) the OM Loan Matters, (2) any rights or remedies of any Seller Releasor relating to any Seller OM Equity Subsidiary or any Contract or arrangement relating to a Seller Releasor’s interest in any Seller OM Equity Subsidiary, (3) any indemnification rights of a Seller Releasor under the Company Operating Agreement with respect to liabilities that are imposed on any Seller Releasor as a result of Seller being a member or former member of the Company; or (4) any claim based on fraud on the part of any HFL Director or Officer. (b) From and after the Closing, Company, for itself and on behalf of the other Company Released Parties (each, a “Company Releasor”), hereby irrevocably, knowingly, unconditionally and voluntarily releases, discharges, and forever waives all claims, asserted demands, liabilities, defenses, affirmative defenses, set-offs, counterclaims, actions and causes of action of whatever kind or unassertednature, whether known or unknown, that any Company Releasor has, may have or may assert now or in the future against each of Seller and Seller’s Parent and their respective Affiliates (other than any Company Released Party) and any current or former manager, officer or employee of any of the foregoing, and their respective successors, assigns, heirs and executors (collectively, the “Seller Released Parties”), arising out of, relating to or resulting from employment any circumstance, action, failure to act, occurrence or omission of any sort or type, whether known or unknown, that occurred, existed, was taken or begun prior to the Closing (including regarding the matters set forth in the letters dated April and May 2017 exchanged by Seller and Other Member in connection with a potential “Trigger Event” under the Company Operating Agreement). For the avoidance of doubt, notwithstanding the foregoing, nothing in this Section 7.09(b) shall be deemed to release or separation from the Company, and specifically including waive (1) any claims under rights or remedies of any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising Company Releasor under (all as amendedA) the Age Discrimination in Employment Actthis Agreement, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, Side Letter or any Ancillary Document or (B) those arising the OM Loan Matters, (2) any rights or remedies of any Company Releasor relating to any Seller OM Equity Subsidiary or any Contract or arrangement relating to a Company Releasor’s interest in any Seller OM Equity Subsidiary or (3) the right of any HFL Director or Officer to indemnification under common lawthe Charter Documents of Seller. (c) Except as required by applicable Law or legal process, each of Seller and Seller’s Parent, on behalf of itself and the other Seller Releasors, and Company, on behalf of itself and each of the Company Releasors, hereby irrevocably covenants to the other Parties that it shall not, except as may be necessary to enforce the specific terms of the releases in this Section 7.09, hereafter commence or cause to be commenced, join in, knowingly assist, or in any manner knowingly seek relief through, directly or indirectly, any suit, action, agency or other proceeding, claim or demand of any kind or character relating to any claim that it has released under this Section 7.09. A Party hereafter violating the covenant not to xxx contained in this Section 7.09(c) shall indemnify and hold harmless the other Party or Parties with respect to the act or acts constituting such violation, including but not limited without limitation by payment of all damages and attorneys’ fees and expenses incurred by the other Party or Parties in connection with such act or acts. (d) For the avoidance of doubt, in the event this Agreement is terminated pursuant to claims or suits for intentional interference Article IX (other than pursuant to Section 9.03(a)(ii)), each Party reserves all of its rights and remedies under the Company Operating Agreement in connection with contractual relations, breach any matter described in that certain correspondence between the Parties with respect to article 7 of the implied covenant of good faith Company Operating Agreement dated between May 4, 2017 and fair dealingJuly 11, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendment2017.

Mutual Releases. Except for rights arising under (a) Effective on the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as Closing Date (assuming consummation of the Effective Datetransactions contemplated hereby) and without limiting the effect of the Termination Acknowledgment, Employeethe Trust releases, on the one handholds harmless, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and forever discharges each of Grace and Grace Parent and their respective agents, spouses, Subsidiaries and Controlled Affiliates and all senior key employees, officersofficers or directors of each such Subsidiary and Controlled Affiliate (collectively, directors, shareholders, attorneys, counsel and affiliates from, and (ii“Grace Released Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsliability, rightsobligations or expense (collectively, debts“Released Claims”) of any nature whatsoever, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at lawfixed or contingent, that the Trust has or may have on the Closing Date or may have after the Closing Date against the Grace Released Parties (or any of them), arising under, out of or in equityconnection with the DPA, the Deferred Payments (PI), the Deferred Payment Documents (PI) or the DPA Obligation but nothing in the foregoing shall release, hold harmless or discharge any of the Grace Released Parties from their respective obligations under this Agreement, or mixedunder the DPA or the Guarantee to the extent such agreements are reinstated in accordance with the terms Section 11 or 12 thereof, that either ever hadrespectively. (b) Effective on the Closing Date (assuming consummation of the transactions contemplated hereby), now haseach of Grace and Grace Parent shall release, or can, shall, or may have, against hold harmless and discharge the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before Trust and its Controlled Affiliates (collectively the Effective Date including but not limited to (A“Trust Released Parties”) from any and all claimsReleased Claims, asserted of any nature whatsoever, known or unassertedunknown, arising from employment with fixed or separation from contingent that Grace, Grace Parent or either or both of them have or may have on the Company, and specifically including any claims under any federal, state Closing Date or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) may have after the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance Closing Date against the other party, Trust Released Parties (or any of its respective agentsthem), spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, arising under or occurred before out of or in 132303/v8 8 connection with the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxDPA, the claim Deferred Payments (PI) or the DPA Obligations, but nothing in the foregoing shall be dismissed immediately upon presentation release, hold harmless or discharge any of the Trust Released Parties from their obligations under this AmendmentAgreement or the Termination Acknowledgment or under the DPA or the Guarantee to the extent such agreements are reinstated in accordance with the terms Section 11 or 12 thereof, respectively.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee(a) The BUTAMAX PARTIES, on the one handbehalf of themselves, their AFFILIATES, their predecessors, successors and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each otherassigns, and each of their respective agentspast, spousespresent, employees, and future officers, directors, shareholdersemployees, attorneysagents and attorneys (collectively, counsel the “BUTAMAX RELEASING PARTIES”), hereby irrevocably and affiliates fromunconditionally releases, acquits and forever discharges GEVO and its AFFILIATES, their predecessors, successors and assigns, and (ii) agree each of their past, present, and covenant not to institutefuture officers, submitdirectors, file or bringemployees, or permit to be instituted, submitted, filed or brought on his or its behalf agents and attorneys from and against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, CLAIMS that either the BUTAMAX RELEASING PARTIES ever had, now has, or can, shallhave, or may havehave for, against the other upon, or by reason of, on account of, or arising out of any matter, cause or thing matter whatsoever, which has happened, developed, or occurred before through the Effective Date including but not limited to (A) any and all claims, asserted or unassertedEFFECTIVE DATE, arising from employment with or separation from related to the CompanySUBJECT LITIGATION. (b) GEVO, on behalf of itself, its AFFILIATES, and specifically including any claims under any federalits and their predecessors, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety successors and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963assigns, and the Consolidated Omnibus Budget Reconciliation Act each of 1985its and their past, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libelpresent, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, future officers, directors, shareholdersemployees, attorneysagents and attorneys (collectively, counsel the “GEVO RELEASING PARTIES”), hereby irrevocably and affiliatesunconditionally releases, based upon acquits and forever discharges the BUTAMAX PARTIES and their AFFILIATES, their predecessors, successors and assigns, and each of their past, present, and future officers, directors, employees, agents and attorneys from and against any conduct and all CLAIMS that the GEVO RELEASING PARTIES ever had, now have, or may have for, upon, or by reason of, any matter whatsoever, which has happenedthrough the EFFECTIVE DATE, developedarising from or related to the SUBJECT LITIGATION. (c) The PARTIES agree and acknowledge that these releases shall not extend to any rights or obligations arising from this AGREEMENT, the LICENSE AGREEMENT, the SETTLEMENT CDA, or occurred before any other existing or future contracts or agreements between or among the Effective Date. It is PARTIES or their AFFILIATES, and shall be in addition to the terms of the Agreement and Covenant Not to Xxx between the PARTIES dated August 2, 2013, and Covenant Not to Xxx made by Gevo to other PARTIES, dated November 19, 2013, nor shall they release any payment obligation of a PARTY, or their respective AFFILIATES, arising from the purchase of goods or services from the other PARTY, or its respective AFFILIATES. (d) For purposes of this Section 3, except as expressly agreed stated, the PARTIES further agree and understood acknowledge that the releases contained here are GENERAL RELEASES. In not intended to, and shall not, release any claim a PARTY has against any THIRD PARTY. (e) None of the event that releases in this Section 3 shall apply to claims based on events occurring after the EFFECTIVE DATE including: (i) any party institutes any action hereby released or to which he or it has agreed not to xxxclaims for breach of this AGREEMENT, the claim shall be dismissed immediately upon presentation LICENSE AGREEMENT or the SETTLEMENT CDA; and (ii) any claims for patent infringement or any other act or omission after the EFFECTIVE DATE. LEGAL_US_W # 82848916.3 4 (f) Each of this AmendmentBUTAMAX, on behalf of itself and the BUTAMAX RELEASING PARTIES, and GEVO, on behalf of itself and the GEVO RELEASING PARTIES, expressly waives any and all rights that it may have under California Civil Code Section 1542, and any similar rights under any applicable laws of other states or of the United States. California Civil Code 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Mutual Releases. Except (a) Ash, for rights arising under himself and his legal representatives, heirs, executors, administrators, successors and assigns (hereinafter individually and collectively referred to as, the Agreement“Ash Releasor”), as amended for good and valuable consideration from the Company, the receipt and sufficiency of which are hereby acknowledged, hereby irrevocably, unconditionally and completely releases and forever discharges, to the maximum extent permitted by this Amendmentapplicable law, after the date hereof and any rights Employee or the Company has under any optionsand its past, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, present and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, future officers, directors, shareholdersemployees, attorneysstockholders, counsel and affiliates fromagents, representatives, affiliates, predecessors, successors, and assigns (ii) agree hereinafter individually and covenant not collectively referred to instituteas, submitthe “Ash Releasee”), file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsclaims, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims demands of every kindkind and nature, nature and description whatsoever (including attorneys' fees and costs)in law or equity, whether known or unknown, either at lawsuspected or unsuspected, in equity, or mixed, that either ever had, which the Ash Releasor now has, may have or canhas ever had against any Ash Releasee, shallfrom the beginning of the world to the date of this Agreement (each, a “Ash Claim”), including (without limitation) any obligation of or may haveclaim against any or all Ash Releasees (i) for payment of (other than pursuant to this Agreement), against the other by reason ofremuneration for, on account reimbursement of, or arising out indemnification for, any amount, (ii) with respect to the grant, sale, ownership, transfer, repurchase, or issuance of any equity securities of the Company or any or entitlement or right to acquire any equity securities of the Company (including (without limitation) any options or warrants) to, by or for the benefit of the Ash Releasor (except pursuant to the Option Certificates, as amended hereby), and (iii) in connection with or in respect of any other agreement, matter, cause event, agreement, understanding, occurrence or thing whatsoevercircumstance; provided, which that nothing in this Section 7(a) shall constitute a release by Ash of any rights to indemnification that Ash has happenedpursuant to the bylaws and/or the certificate of incorporation of the Company for claims against Ash related to Ash’s service as a director or officer of the Company prior to the date of this Agreement. The Ash Releasor acknowledges and admits that, developedexcept as otherwise expressly provided in this Section 7(a) or Section 7(c), or occurred before the Effective Date including but not limited to (Arelease set forth in this Section 7(a) includes a release of all unknown and unsuspected claims existing as of the date of this Agreement, and the Ash Releasor expressly waives and releases any and all claimsrights limiting such releases under the laws of any applicable jurisdiction to the maximum extent permitted by applicable law. The Ash Releasor covenants and agrees that the Ash Releasor shall not initiate or voluntarily participate in, asserted or unassertedprovide assistance with respect to, arising from any legal action, claim or proceeding, against any Ash Releasee for or in respect of any Ash Claims released pursuant to this Section 7(a). The Ash Releasor acknowledges and agrees that all Ash Releasees who or which are not parties to this Agreement are third party beneficiaries of this Section 7(a), and are entitled to independently enforce the provisions hereof. The nature of Ash Claims covered by the releases and covenant not to sxx provided in this Section 7(a) includes, without limitation, all actions or demands in any way based on Ash’s employment with or separation from the Company, the terms and specifically including any conditions of such service relationship, or the termination of such service relationship. More specifically, all of the following are included (without limitation) in the types of Ash Claims that are barred by the releases and covenant not to sxx provided in this Section 7(a): (i) contract claims (whether express or implied), (ii) tort claims (such as for defamation or emotional distress), (iii) claims under any federal, state and municipal laws, regulations, ordinances or local laborcourt decisions of any kind, employment, (iv) claims of discrimination, human rightsharassment or retaliation, civil rightswhether based on race, wage/hourcolor, pensionreligion, gender, sex, age, sexual orientation, handicap or disability, national origin, or tort lawany other legally protected class, statute, order, rule, regulation or public policy, including but not limited to, those arising (v) claims under (all as amended) the Age Discrimination in Employment ActAct of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the National Labor Relations Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Workers Adjustment and Retraining Notification Act, or any other federal, state or local statute or ordinance, (vi) claims under Employee Retirement Income Security Act, the Fair Labor Standards Act, the Occupational Safety state wage payment laws and Health Act of 1970state wage and hour laws; and (vii) claims for wrongful discharge. (b) The Company, for good and valuable consideration from Ash, the Americans With Disabilities Act receipt and sufficiency of 1990which are hereby acknowledged, hereby irrevocably, unconditionally and completely releases and forever discharges, to the maximum extent permitted by applicable law, Ash and his heirs, executors, administrators, successors and assigns (hereinafter individually and collectively referred to as, the Civil Rights Acts “Company Releasee”), from any and all actions, causes of 1964 action, claims, rights, and 1991demands of every kind and nature, in law or equity, whether known or unknown, suspected or unsuspected, which the Company now has, may have or has ever had against any Company Releasee, from the beginning of the world to the date of this Agreement (each, a “Company Claim”), other than any Company Claim arising under this Agreement, and any Company Claim relating to any gross negligence, willful misconduct, criminal act, fraud, embezzlement or theft by Ash in connection with the Company’s business or any assets of the Company or of any other Person for whom or which the Company holds or controls any assets. The Company acknowledges and admits that, except as otherwise expressly provided in this Section 7(b) or Section 7(c), the Civil Rights Act release set forth in this Section 7(b) includes a release of 1866, all unknown and unsuspected claims existing as of the Employee Retirement Income Security Act date of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963this Agreement, and the Consolidated Omnibus Budget Reconciliation Act Company expressly waives and releases any and all rights limiting such releases under the laws of 1985any applicable jurisdiction to the maximum extent permitted by applicable law. (c) Nothing in this Section 7 shall (i) preclude any party from enforcing the terms of this Agreement, (Bii) those arising under common lawconstitute a release of claims in respect of events or circumstances occurring after the date of this Agreement, including but not limited to claims or suits for intentional interference with contractual relations(iii) be treated as an admission of, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) in any other action or grievance against the other partymanner be construed as an implication of, any liability, wrongdoing, or any violation of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentlaw by either party.

Mutual Releases. Except for rights arising under a. For and in consideration of the representations, covenants, promises, agreements and acknowledgments contained herein and in the Consulting Agreement, as amended by this Amendmentthe sufficiency of which is hereby acknowledged, after the date hereof Xxxxxxx, for himself and any rights Employee or the Company has under any optionshis heirs, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other handsuccessors and/or assigns, hereby fully, forever, irrevocably and unconditionally (i) release, remise, releases and discharge each other, forever discharges the Company and each of their respective the Company's stockholders, predecessors, successors, assigns, agents, spousesdirectors, officers, employees, officers, directors, shareholdersrepresentatives, attorneys, counsel and affiliates fromall persons acting by, and through, under or in concert with any of them (ii) agree and covenant not to institute"Xxxxxxx'x Releasees"), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demandsclaims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, debts, dues, sums of moneydemands, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, debts and expenses, and any and all other claims of every kind, nature and description whatsoever expenses (including attorneys' fees and costs)costs actually incurred) of any nature whatsoever, whether known or unknown, either at lawsuspected or unsuspected (collectively, in equity"Claims"), or mixed, that either ever had, which Xxxxxxx now has, owns or can, shallholds, or may claims to have, against the other by reason of, on account ofown or held, or which Xxxxxxx at any time heretofore had, owned or held, or claimed to have, own or held against each or any of Xxxxxxx'x Releasees; excepting only Claims arising out of any matterthe Company's breach of the Transition Agreement and/or the Consulting Agreement or the documents referenced therein. This release includes, cause or thing whatsoeverbut it not limited to, which has happenedthe following claims: i. arising from Xxxxxxx'x employment, developed, or occurred before the Effective Date including but not limited to (A) any the Employment Agreement, pay, bonuses, insurance, employee benefit plans, and all claims, asserted other terms and conditions of employment or unasserted, arising from employment practices of the Company; ii. relating to the termination of Xxxxxxx'x employment with the Company or separation from the Companysurrounding circumstances thereof; iii. relating to payment of any attorney fees for legal services to Xxxxxxx; iv. based on any claim of employment discrimination or retaliation on the basis of race, and specifically including color, religion, sex, national origin, handicap, disability, age or any claims other category protected by law under any federalTitle VII of the Civil Rights Act of 1964, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations ActCivil Rights Act of 1991, the Fair Labor Standards Act, the Occupational Safety and Health Age Discrimination in Employment Act of 19701967, as amended, the Older Workers' Benefit Protection Act, Executive Order 11246, the Equal Pay Act, the Americans With with Disabilities Act, the Rehabilitation Act of 19901973, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawor the Missouri Human Rights Act, all as amended. Xxxxxxx hereby agrees that if any such claim referenced herein is filed, pursued or otherwise prosecuted by or through him, Xxxxxxx waives his right to relief from such claim, including but not limited the right to attorney's fees, costs and any and all other relief, whether legal or equitable, sought in such claim; v. based on any implied written or oral contract, tort, whistle blower, personal injury, or wrongful discharge theory; and vi. based on any federal, state or local constitution, regulation, law (statutory or common), or legal theory. b. For and in consideration of the representations, covenants, promises, agreements and acknowledgments contained herein and in the Consulting Agreement, the sufficiency of which is hereby acknowledged, the Company, for itself and its successors and/or assigns, hereby irrevocably and unconditionally releases and forever discharges Xxxxxxx and each of Xxxxxxx'x heirs, successors, assigns, agents, representatives, attorneys, and all persons acting by, through, under or in concert with any of them ("Company's Releasees"), from any and all Claims which the Company now has, owns or holds, or claims to have, own or suits for intentional interference with contractual relationsheld, or which the Company at any time heretofore had, owned or held, or claimed to have, own or held against each or any of the Company's Releasees; excepting only Claims arising out of Xxxxxxx'x breach of the implied covenant Transition Agreement and/or Consulting Agreement or the documents referenced therein.. c. Each party hereby acknowledges and agrees that the foregoing releases are general releases and further expressly waives and assumes the risk of good faith any and fair dealingall Claims for damages which exist as of this date but which such party does not know or suspect to exist, breach of contractwhether through ignorance, wrongful terminationoversight, negligent supervisionerror, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libelnegligence or otherwise, and slanderwhich, (C) any indebtedness or alleged indebtedness between Employee and either Companyif known, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of would materially affect its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or decision to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentgive its release.

Mutual Releases. Except for rights arising under the 5.1 Effective upon Court approval of this Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, Debtors and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally Committee (ibut not its individual members) forever release, remise, discharge and discharge each other, and acquit each of Ford and CIT and their respective agentspredecessors, spouses, employeesassigns, officers, managers, directors, shareholders, employees, agents, attorneys, counsel professionals and affiliates fromRepresentatives (collectively, the “Ford and (ii) agree and covenant not to instituteCIT Releasees”), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaintscounterclaims, demands, actionsdamages, causes of actiondebts, agreements, covenants, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, accounts, offsets, rights, actions and expensescauses of action of any nature whatsoever, including without limitation, all claims, demands, and any and all other causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of every kindfraud, nature and description whatsoever (including attorneys' fees and costsduress, mistake, tortious interference or usury), whether presently possessed or possessed in the future, whether known or unknown, either at whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, in equitycommission of any tort, or mixed, that either ever had, now hasany other matter whatsoever, or canthing done, shallomitted or suffered to be done by the Ford and CIT Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to the Debtors, the Committee, the Final DIP Order, or may havethe Debtors’ Plan, against the CIT Adversary Proceeding but excluding Ford accounts receivable arising in the ordinary course of business, including ED&T and packaging amounts and further excluding all claims, rights and other by reason ofobligations specifically arising under this Agreement and, on account ofto the extent not inconsistent with this Agreement, or arising out the Plan and the Order confirming the Plan. 5.2 Upon Court approval of any matterthis Agreement, cause or thing whatsoeverFord and its affiliates forever release, which has happened, developed, or occurred before discharge and acquit the Effective Date including Debtors and the Committee (but not limited to its individual members) and CIT and their respective predecessors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, professionals and Representatives (A) collectively, the “Estate and CIT Releasees”), from any and all claims, asserted or unassertedcounterclaims, arising from employment with or separation from the Companydemands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including without limitation, all claims, demands, and specifically causes of action for contribution or indemnity, whether arising at law or in equity (including any without limitation claims under any federalof fraud, state or local laborduress, employment, discrimination, human rights, civil rights, wage/hour, pensionmistake, or tort lawtortious interference), statutewhether presently possessed or possessed in the future, orderwhether known or unknown, rulewhether liability be direct or indirect, regulation liquidated or public policyunliquidated, including but not limited towhether presently accrued or to accrue hereafter, those arising under (all as amended) the Age Discrimination in Employment Actwhether absolute or contingent, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963foreseen or unforeseen, and the Consolidated Omnibus Budget Reconciliation Act whether or not heretofore asserted, for or because of 1985or as a result of any act, (B) those arising under common lawomission, including but not limited to claims or suits for intentional interference with contractual relationscommunication, breach of the implied covenant of good faith and fair dealingtransaction, occurrence, representation, promise, damage, breach of contract, wrongful terminationfraud, negligent supervisionviolation of any statute or law, negligence, intentional and negligent infliction commission of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partytort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Estate and CIT Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to these cases, the Final DIP Order, or the Debtors’ Plan, but excluding ordinary trade shipment obligations, and further excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. The Ford release of CIT hereunder shall be limited to matters related to the Debtors. The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement. 5.3 Upon Court approval of this Agreement, CIT and its affiliates forever release, discharge and acquit the Debtors and the Committee (but not its individual members) and Ford and their respective agentspredecessors, spouses, employeesassigns, officers, managers, directors, shareholders, employees, agents, attorneys, counsel professionals and affiliatesRepresentatives (collectively, based upon the “Estate and Ford Releasees”), from any conduct and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, which has happenedincluding without limitation, developedall claims, demands, and causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of fraud, duress, mistake, or tortious interference), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Estate and Ford Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to these cases, the Final DIP Order, or the Debtors’ Plan, but excluding ordinary trade shipment obligations, and further excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. The CIT release of Ford hereunder shall be limited to matters related to the Debtors. The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement, provided that such release shall not apply to fees and expenses accruing after August 22, 2008. 5.4 Effective Dateupon Court approval of this Agreement, the Committee (but not its individual members) forever releases, discharges and acquits the Debtors and their respective predecessors, assigns, officers, managers, directors, employees, agents, attorneys, professionals and representatives (collectively, the “Debtor Releasees”), from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including without limitation, all claims, demands, and causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of fraud, duress, mistake, tortious interference or usury), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Debtor Releasees which have occurred in whole or in part or were initiated at any time after the Petition Date up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to the Debtors, the Committee, the Final DIP Order, or the Debtors’ Plan, the CIT Adversary Proceeding but excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. It is expressly agreed and understood The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement. 5.5 Pursuant to the releases contained here are GENERAL RELEASES. In set forth above, all litigation between the event that parties exchanging releases, including the CIT adversary proceeding, will be dismissed with prejudice as of the Court Approval Date. 5.6 For avoidance of any doubt, no release provided hereunder will affect the rights of any party institutes any action hereby released or to under this Agreement, all of which he or it has agreed not to xxx, the claim shall will be dismissed immediately upon presentation of this Amendmentdetermined as if no release had been granted.

Mutual Releases. Except In consideration of the provisions of this Agreement: a. Xxxxxxxxxx, for rights arising under the Agreementhimself and on behalf of his heirs, as amended by this Amendmentrepresentatives, after the date hereof and any rights Employee or the Company has under any optionsassigns (collectively, restrictive stock units or warrants “Releasor”), hereby remises, covenants not to purchase sxx, forever discharges, and absolutely and irrevocably releases, the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agentsits past and present affiliates, spousessubsidiaries, representatives, employees, officersattorneys, directors, shareholders, attorneys, counsel and affiliates fromofficers, and assigns (ii) agree collectively, the “Releasees”), from any and covenant not to instituteall claims whatsoever of every kind and nature, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forumincluding without limitation, any and all manner of claims, charges, complaintsrights, demands, actionssuits, causes of action, suitslosses, rightsdamages, debts, dues, sums of moneyfees, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilitiesamounts, liabilities and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at lawsuspected or unsuspected, in equityfixed or contingent, direct or mixed, indirect that either ever had, now Releasor has, or can, shallhad, or may havehave had against Releasees, against from the other by reason ofbeginning of time to the Date of this Agreement. NOTHING IN THIS RELEASE SHALL RELEASE THE RELEASEES FROM THEIR OBLIGATIONS PURSUANT TO THIS AGREEMENT, THE ADDITIONAL SETTLEMENT DOCUMENTS OR THE STIPULATION OF SETTLEMENT. IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER. b. The Company, for itself and on account ofbehalf of each of its past and present affiliates, or arising out subsidiaries, representatives, employees, directors, officers, and assigns (collectively, “Releasor”), hereby remises, covenants not to sxx, forever discharges, and absolutely and irrevocably releases Pxxxxxxxxx and his heirs, representatives, and assigns (collectively, the “Releasees”), from any and all claims whatsoever of any matterevery kind and nature, cause or thing whatsoeverincluding without limitation, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted rights, demands, suits, causes of action, losses, damages, fees, costs, obligations, amounts, liabilities and expenses, known or unassertedunknown, arising from employment with suspected or separation unsuspected, fixed or contingent, direct or indirect that Releasor has, had, or may have had against Releasees, from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) beginning of time to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation Date of this AmendmentAgreement. NOTHING IN THIS RELEASE SHALL RELEASE THE RELEASEES FROM THEIR OBLIGATIONS PURSUANT TO THIS AGREEMENT, THE ADDITIONAL SETTLEMENT DOCUMENTS OR THE STIPULATION OF SETTLEMENT. IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER.

Mutual Releases. Except for rights arising under the Agreement(a) Each of BioMedical and CRX-SG, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as in consideration of the Effective Dateagreements hereunder and for other valuable consideration, Employeethe receipt and sufficiency of which are acknowledged, on the one handfor themselves, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of for their respective parents, subsidiaries, affiliates, agents, spouses, employees, officers, directors, shareholderssuccessors, attorneys, counsel attorneys and affiliates fromassigns (“BioMedical Releasors” and “CRX-SG Releasors,” respectively) fully releases and discharges, and (ii) agree and covenant covenants not to institutexxx, submitCRX, file or bringits present and former subsidiaries, or permit affiliates, directors, officers, employees, agents, stockholders, successors, attorneys and assigns, forever, from and with respect to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, actions and expenses, and suits of any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)nature, whether known or unknown, either at in law, in equityat equity or otherwise, which the BioMedical Releasors and the CRX-SG Releasors ever had or now have upon, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before whatsoever from the beginning of the world to the Effective Date including but not limited that relates to (A) any and all claims, asserted or unasserted, arising from employment with or separation arises from the CompanyUS Terminated Documents, the Notes, Debenture or the Singapore Terminating Agreements. (b) CRX, in consideration of the agreements hereunder and for other valuable consideration, the receipt and sufficiency of which are acknowledged, for itself, and specifically including any claims under any federalby these presents for its subsidiaries (other than CRX-SG), state or local laboraffiliates, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholderssuccessors, attorneysattorneys and assigns (“CRX Releasors”), counsel fully releases and affiliatesdischarges, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed covenants not to xxx, BioMedical and CRX-SG, their respective present and former parents, subsidiaries, affiliates, directors, officers, employees, agents, stockholders, successors, attorneys and assigns, forever, from and with respect to any claims, liabilities, actions and suits of any nature, whether in law, at equity or otherwise, which CRX Releasors ever had or now have upon, or by reason of any matter, cause or thing whatsoever from the claim beginning of the world to the Effective Date that relates to or arises from the US Terminated Documents, the Notes, Debenture or the Singapore Terminating Agreements. For the avoidance of doubt, nothing herein shall be dismissed immediately upon presentation affect the rights and obligations of this AmendmentBioMedical and CRX-SG inter se in respect of the Notes, Debenture or the Singapore Terminating Agreements.

Mutual Releases. Except for rights arising under Upon the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as occurrence of the Release Effective Date: (a) The Trust, Employeefor itself and Adelphia and, on to the one handextent legally empowered to do so, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of also for their respective present and former subsidiaries, parents, affiliates, insurers, controlled companies, agents, spousesrepresentatives, employeestrustees, officers, directors, shareholdersemployees, attorneysprincipals, counsel partners, members, predecessors, successors, assigns, transferees, heirs, executors, administrators and affiliates fromattorneys (collectively, the “Adelphia Releasors”), for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, fully, finally and forever release, relinquish, and (ii) agree discharge each Bank Defendant and covenant not to instituteits present and former subsidiaries, submitparents, file or bringaffiliates, or permit to be institutedinsurers, submittedcontrolled companies, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spousesrepresentatives, employeestrustees, officers, directors, shareholdersemployees, principals, partners, members, predecessors, successors, assigns, transferees, heirs, executors, administrators and attorneys, counsel all solely in their capacities as such (collectively, the “Bank Defendant Releasees”), from the Adelphia Released Claims; provided, however, that nothing herein shall constitute a release of any Bank Defendant’s obligations under this Agreement. For the avoidance of any doubt, the Trust Preserved Claims are not released, discharged or affected in any way as a result of this Agreement. (b) WITH RESPECT TO ANY AND ALL XXXXXXXX RELEASED CLAIMS, THE ADELPHIA RELEASORS AGREE THAT, UPON THE RELEASE EFFECTIVE DATE, THEY EXPRESSLY WAIVE THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE § 1542 AND ANY PROVISIONS, RIGHTS AND BENEFITS CONFERRED BY ANY LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES OR PRINCIPLE OF COMMON LAW WHICH IS SIMILAR, COMPARABLE OR EQUIVALENT TO CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. THE ADELPHIA RELEASORS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS IN ADDITION TO OR DIFFERENT FROM THOSE THAT THEY NOW KNOW OR BELIEVE TO BE TRUE WITH RESPECT TO THE SUBJECT MATTER OF THE ADELPHIA RELEASED CLAIMS, BUT THE ADELPHIA RELEASORS SHALL EXPRESSLY HAVE FULLY, FINALLY AND FOREVER SETTLED, RELEASED AND DISCHARGED ANY AND ALL XXXXXXXX RELEASED CLAIMS, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, WHETHER OR NOT CONCEALED OR HIDDEN, WHICH NOW EXIST, OR HERETOFORE HAVE EXISTED UPON ANY THEORY OF LAW OR EQUITY NOW EXISTING OR COMING INTO EXISTENCE IN THE FUTURE, INCLUDING, BUT NOT LIMITED TO, CONDUCT WHICH IS NEGLIGENT, RECKLESS, INTENTIONAL, WITH OR WITHOUT MALICE, OR A BREACH OF ANY DUTY, LAW OR RULE, WITHOUT REGARD TO THE SUBSEQUENT DISCOVERY OR EXISTENCE OF SUCH DIFFERENT OR ADDITIONAL FACTS. (c) Each Bank Defendant, for itself and, to the extent legally empowered to do so, for its present and former subsidiaries, parents, affiliates, insurers, controlled companies, agents, representatives, trustees, officers, directors, employees, principals, partners, members, predecessors, successors, assigns, transferees, heirs, executors, administrators and attorneys (collectively, the “Bank Defendant Releasors”), for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, fully, finally and forever releases, relinquishes, and discharges the Trust, Adelphia, and their present and former subsidiaries, parents, affiliates, insurers, controlled companies, agents, representatives, trustees, officers, directors, employees, principals, partners, members, predecessors, successors, assigns, transferees, heirs, executors, administrators and attorneys (except for BIPC (as defined below)), all solely in their capacities as such, except for any Rigas Entity (collectively, the “Adelphia Releasees”) from the Bank Released Claims; provided, however, that nothing herein shall constitute a release of Xxxxxxxx’s or the Trust’s obligations under this Agreement. For the avoidance of any doubt, the Bank Preserved Claims are not released, discharged or affected in any way (except as provided in Section 2(g)) as a result of this Agreement. (d) The Bank Defendant Releasors, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, fully, finally and forever release, relinquish, and discharge each Bank Defendant Releasee from the Inter-Bank Released Claims; provided, however, that nothing herein shall constitute a release of the Bank Defendants’ obligations under this Agreement. (e) WITH RESPECT TO ANY AND ALL BANK RELEASED CLAIMS AND INTER-BANK RELEASED CLAIMS, THE BANK DEFENDANT RELEASORS AGREE THAT, UPON THE RELEASE EFFECTIVE DATE, THE BANK DEFENDANT RELEASORS EXPRESSLY WAIVE THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE § 1542 AND ANY PROVISIONS, RIGHTS AND BENEFITS CONFERRED BY ANY LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES OR PRINCIPLE OF COMMON LAW WHICH IS SIMILAR, COMPARABLE OR EQUIVALENT TO CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. THE BANK DEFENDANT RELEASORS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS IN ADDITION TO OR DIFFERENT FROM THOSE THAT THEY NOW KNOW OR BELIEVE TO BE TRUE WITH RESPECT TO THE SUBJECT MATTER OF THE BANK RELEASED CLAIMS AND/OR THE INTER- BANK RELEASED CLAIMS, BUT THE BANK DEFENDANT RELEASORS SHALL EXPRESSLY HAVE FULLY, FINALLY AND FOREVER SETTLED, RELEASED AND DISCHARGED ANY AND ALL BANK RELEASED CLAIMS AND INTER-BANK RELEASED CLAIMS, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, WHETHER OR NOT CONCEALED OR HIDDEN, WHICH NOW EXIST, OR HERETOFORE HAVE EXISTED UPON ANY THEORY OF LAW OR EQUITY NOW EXISTING OR COMING INTO EXISTENCE IN THE FUTURE, INCLUDING, BUT NOT LIMITED TO, CONDUCT WHICH IS NEGLIGENT, RECKLESS, INTENTIONAL, WITH OR WITHOUT MALICE, OR A BREACH OF ANY DUTY, LAW OR RULE, WITHOUT REGARD TO THE SUBSEQUENT DISCOVERY OR EXISTENCE OF SUCH DIFFERENT OR ADDITIONAL FACTS. (f) Notwithstanding anything to the contrary contained in this Agreement or the Order, all Bank Preserved Claims of any and all Bank Defendant Releasors shall be fully preserved. Likewise, all Trust Preserved Claims shall be fully preserved. (g) With respect to any Bank Preserved Claims relating to the JV LIF Litigation and the Grid Interest Litigation, the Trust waives any and all counterclaims, as well as any argument or defense (i) based upon on any conduct whatsoever, which has happened, developedallegations that were made by the Trust in the Action, or occurred (ii) otherwise based on any assertion that, at any time before Xxxxxxxx filed for bankruptcy, any Bank Defendant Releasor engaged in willful misconduct or gross negligence in connection with any of the credit agreements described in any Complaint filed by the Trust in the Action. With the exception of the arguments or defenses set forth in clauses (i) and (ii), the Trust expressly reserves any other defenses (to the extent not already waived) with respect to any Bank Preserved Claims relating to the JV LIF Litigation and the Grid Interest Litigation (“Trust Preserved Defenses”), including without limitation any defense that, after Xxxxxxxx filed for bankruptcy, any Bank Defendant Releasor engaged in willful misconduct in connection with its submission of any JV Plan Bank Lender Post-Effective Date. It is expressly agreed Date Fee Claims or any Bank Preserved Claims for JV Plan Grid Interest. (h) This Agreement does not and understood that the releases contained here are GENERAL RELEASES. In the event that shall not be construed to (i) settle any party institutes Adelphia Related Litigation; (ii) release any action hereby released defendant, other than all Bank Defendant Releasees, in any Adelphia Related Litigation brought or to which he be brought by Xxxxxxxx or it has agreed the Trust; (iii) settle claims against or release Xxxxxxx, Xxxxx & Co. in the Action, or (iii) settle claims against or release Key Bank, N.A. or HSBC Bank USA , N.S. in the Action or in the Sabres Action. By way of example and not limitation, this Agreement does not and shall not be construed to xxxrelease any Rigas Entity, or to settle claims against them, or to release any of the claim shall be dismissed immediately upon presentation of this Amendment.present defendants or

Mutual Releases. (a) Except for rights wxxx xxxard to the obligations of Aurora hereunder and as to any claims arising under the Agreementas a result of a breach of Aurora's obligations hereunder, as amended by this AmendmentAzevedo individually and on behalf of its successors and assigns, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) dxxx xxxeby fully release, remise, remise and forever discharge each other, Aurora and each of their its respective agents, spouses, employees, officers, directors, shareholders, employees, subsidiaries, attorneys, counsel representatives and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, agents from any and all manner of claimsdebts, chargesobligations, complaintsliabilities, demandsaccountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actionactions, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissionsjudgments, damages, executionsclaims, obligationsdemands, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known in law or unknown, either at law, in equity, or mixed, that either which Azevedo ever had, now has, or hereafter can, shall, shall or may havehave agaixxx xxxm for, against the other upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Companybeginning of the world to the date hereof. (b) Except with regard to the obligations of Azevedo hereunder, and specifically including as to any claims under any federalarising as a result of a brxxxx xx Azevedo's obligations hereunder, state or local laborAurora does hereby fully release, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety xxxxxx xxd forever discharge Azevedo and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, principals, emplxxxxx, subsidiaries, attorneys, counsel representatives and affiliatesagents from any and all debts, based obligations, liabilities, accountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actions, judgments, damages, claims, demands, in law or in equity, which Aurora ever had, now have, or hereafter can, shall or may have against them for, upon or by reason of any conduct matter, cause or thing whatsoever, from the beginning of the world to the date hereof. (c) The releases set forth in this Agreement are intended by the parties to release all claims, whether known, unknown, foreseen, unforeseen, patent or latent, which has happenedone party may have against the other as of the date of this Agreement. Each party understands and acknowledges the significance and consequence of such specific intention to release all claims. (d) Anything herein to the contrary notwithstanding, developed, or occurred before should Aurora fail to make the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxSettlement Payment, the claim release of Aurora given by Azevedo shall be dismissed immediately upon presentation null and void and of this Amendmentno force and effect.

Mutual Releases. Except for rights arising under the Effective upon termination of this Agreement, as amended except for those obligations created by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as arising out of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) releasethis Agreement which expressly survive such termination or (ii) the Indemnification Agreement between the Company and the Executive dated as of February 6, remise2002 (the "Indemnification Agreement"), the Company and the Executive shall enter into mutual releases substantially in the form as follows: "Except for those obligations referenced in the first paragraph of Section 9 of the Executive Services Agreement dated as of May 30, 2003, (A) the Company hereby fully releases and discharges, and discharge each othercovenants not to xxx, the Executive and/or his descendants, dependants, heirs, executors, spouse, administrators, assigns and successors, past and present, and each of their respective agentsthem (the "Executive Releasees"), spouses, employees, officers, directors, shareholders, attorneys, counsel with respect to and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, chargesagreements, complaintsobligations, demandslosses, actionsliens, damages, injuries, causes of action, rights, demands, contracts, covenants, actions, suits, rights, debts, dues, sums of moneyinterest, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees fees, judgments, orders and costs)liabilities of whatever kind or nature, whether in law, equity or otherwise, known or unknown, either at lawsuspected or unsuspected, and whether or not concealed or hidden, which it owns or holds upon termination of this Agreement or may in equitythe future hold against Executive and/or the Executive's Releasees, resulting from any act or omission by or on the part of Executive in the performance of the Services or as a member of the Board of Directors of the Company other than acts or omissions to act which (y) result in the Executive's conviction by, or mixedentry of a plea of guilty in, that either ever hada court of competent jurisdiction for a felony involving moral turpitude or harm to the business or reputation of the Company, now hasand such conviction or guilty plea becomes non-applicable or (z) constitute a material breach of duty to the Company or this Agreement by the Executive or his habitual neglect of his duty to perform the Services (collectively, or can"Company Claims"); and (B) the Executive hereby covenants not to xxx and fully releases and discharges the Company and its parent, shallsubsidiary and affiliated entities, or may havepast and present, against and each of then, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns and successors, past and present, and each of them, hereinafter together and collectively referred to as the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited "Company Releasees," with respect to (A) and from any and all claims, asserted wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, interest, costs, expenses, attorneys' fees, damaged, judgments, orders and liabilities of whatever kind or unassertednature in law, equity or otherwise, known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he owns or holds upon termination of this Agreement or may in the future hold as against said Company Releasees, arising from employment out of or in any way connected with or separation from the Company, performance of the Services and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policythe termination of this Agreement, including but not limited towithout limiting the generality of the foregoing, those arising any claim under (all as amended) Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Americans with Disabilities Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963California Fair Employment and Housing Act, and the Consolidated Omnibus Budget Reconciliation California Family Rights Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, collectively "Executive Claims"). (C) It is the intention of the Company and the Executive in executing these releases that said releases shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, each hereby knowingly, intentionally, voluntarily, and expressly waives any indebtedness and all rights and benefits conferred by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown or alleged indebtedness between Employee unsuspected claims, demands and either Companycauses of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 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, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Company and the Executive each acknowledge that he or it may hereafter discover claims or facts in addition to or different from those which he or it now knows or believes to exist with respect to the subject matter of this Agreement or otherwise and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, each hereby knowingly, intentionally, voluntarily, and expressly waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Each acknowledges that he or it understands the significance and consequences of such release and such specific waiver of SECTION 1542. The Company and the Executive also knowingly, intentionally, voluntarily, and expressly waive any and all rights and benefits conferred by law of any state or territory of the United States or any foreign country or principle of common law that is similar to SECTION 1542 OF THE CALIFORNIA CIVIL CODE. (D) The Executive expressly acknowledges and agrees that, by entering into this Agreement, he is waiving any vacationand all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoeveras amended, which has happened, developed, may have arisen on or occurred before the Effective Date. It is To this end, the Executive further expressly agreed acknowledges and understood agrees that: A. in return for this Agreement, he will receive compensation beyond that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not was already entitled to xxx, receive before entering into this Agreement; B. he was advised by the claim shall be dismissed immediately upon presentation Company and is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement; C. he was given a copy of this AmendmentAgreement on _______ __, 20__ and informed that he had twenty-one (21) days within which to consider the Agreement (although he may voluntarily choose to shorten that consideration period by signing earlier); and D. he was informed that he has seven (7) days following the date of his execution of this Agreement in which to revoke the Agreement. (E) The Company covenants that it will not assign or transfer to any person not a party to this Agreement any Company Claim or any part or portion thereof, and the Executive covenants that he will not assign or transfer to any person not a party to this Agreement any Executive Claim or any part or portion thereof. The Company and the Executive shall each defend, indemnity and hold harmless the other from and against any claim (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed."

Mutual Releases. (a) Except for rights arising under claims to enforce the Settlement Agreement or for breach of the Settlement Agreement, as amended by this Amendment, after the date hereof undersigned ProPhase Releasors do hereby fully and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) forever release, remise, acquit and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, Qxxxxxx Releasees from any and all manner of actions, claims, charges, complaints, demands, actionscounterclaims, causes of action, , expenses, suits, rightsjudgments, debtsliabilities, duesgrievances, sums of moneydemands, damages, losses, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and debts of any and all other claims of every kind, character or nature and description whatsoever (including attorneys' fees and costscollectively, “Claims”), whether known or unknown, either at lawfixed or contingent, in equity, or mixed, that either ever had, now which any ProPhase Releasors has, or can, shall, or may claims to have, against any Qxxxxxx Releasee which had accrued as of the closing date of the Settlement Agreement. (b) Except for claims to enforce the Settlement Agreement or for breach of the Settlement Agreement, each of the undersigned Qxxxxxx Releasors does hereby fully and forever release, remise, acquit and discharge the ProPhase Releasees and each of the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) Qxxxxxx Releasees from any and all actions, claims, asserted counterclaims, causes of action, expenses, suits, judgments, liabilities, grievances, demands, damages, losses, costs, expenses and debts of any kind, character or unassertednature whatsoever (collectively “Claims”), arising from employment with whether known or separation from the Companyunknown, and specifically including fixed or contingent, which any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionQxxxxxx Releasor has, or tort lawclaims to have, statuteagainst any ProPhase Releasee or other Qxxxxxx Releasee which had accrued as of the closing date of the Settlement Agreement. (c) This Mutual General Release includes, order, rule, regulation or public policy, including but is not limited to, those arising under (all as amended) Claims that have been asserted, could have been asserted, or might have been asserted, or which relate in any way, to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach subject matter of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this AmendmentSettled Cases.

Mutual Releases. Except for rights arising under the 4. Other than as set forth in this Agreement, as amended by this Amendmentthe Weiner Parties, after on behalf of themselves and their immediate family, successors, and assigns, forever waive and release any and all rights and claims of any kind, which they presently have, had or may have against the date hereof Enzo Parties, their past, present and any rights Employee or the Company has under any optionsfuture subsidiaries, restrictive stock units or warrants to purchase the Company’s common stock held by Employeeaffiliates, purchasers of assets, successors, and assigns, as of well as the Effective Datepast, Employee, on the one hand, present and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employeesfuture directors, officers, directorsagents, shareholdersrepresentatives, attorneysattorneys and employees of such companies or the Enzo Parties (collectively, counsel and affiliates fromthe "Enzo Released Parties") up to the date of their execution of this Agreement including, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forumwithout limitation, any and all manner claims of claimsany kind relating to any act or omission that occurred prior to his execution of this Agreement or any matters arising out of his employment or directorship with any of the Enzo Released Parties. Specifically, chargesbut without limiting that general release, complaintshe hereby waives any claims for overtime, demandsbonuses, actionsseverance or other compensation, causes back pay, front pay, unpaid wages, overtime compensation, benefits, discrimination, retaliation, any rights or claims under his employment agreement with the Company dated as of actionDecember 4, suits2008, rightsas amended (the "Employment Agreement"), debtsany rights or claims regarding the sale of Enzo Clinical Labs, duesInc., sums of moneyas consummated on July 24, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses2023, and any other rights or claims that were or could have been asserted in the Arbitration. This Agreement is intended as a full settlement and compromise of each, every and all other claims of every kind, nature kind and description whatsoever (including attorneys' fees and costs)nature, whether known or unknown, either at law, in equity, actual or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claimscontingent, asserted or unasserted, arising from under common law, statutory law or otherwise; no claim of any sort is reserved and there are no sums or benefits payable to the Weiner Parties by the Enzo Released Parties other than as set forth in this Agreement. In addition, Xxxxxx agrees that there will be no reinstatement or re-employment with the Xxxx Released Parties and agree not to bring any claim based upon the failure or separation from refusal of any of the CompanyEnzo Released Parties to employ him hereafter. Notwithstanding the terms of this release, the Weiner Parties may be members of any shareholder derivative class action suit, provided that such Weiner Party is not a named plaintiff in or otherwise commences, maintains, encourages, initiates, files, or prosecutes such suit, and specifically including may receive any claims under any federal, state payments or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all benefits that may be due to them as amended) members of a class pursuant to the Age Discrimination in Employment Act, terms of the settlement of such suit. 5. In conformity with the Older Workers Benefit Protection Act, Weiner acknowledges the National Labor Relations Actfollowing: (i) this Agreement is written in a manner calculated to be understood by Xxxxxx; (ii) this Agreement represents Xxxxxx'x knowing and voluntary waiver and release of any and all claims that Xxxxxx might have including, but not limited to, any claims arising under the Age Discrimination in Employment Act of 1967 (the "ADEA''); (iii) Weiner has not waived any claim under the ADEA that may arise after the date of this Agreement; (iv) the consideration that Xxxxxx will receive in exchange for this Agreement is something of value to which Xxxxxx is not already entitled; (v) the Company has advised Xxxxxx to consult with an attorney prior to executing this Agreement and he has done so; (vi) Weiner was provided 21 days to consider whether to sign this Agreement; (vii) any changes to this Agreement, whether material or immaterial, will not restart that 21-day period; and (viii) Xxxxxx has 7 days following his execution of this Agreement in which to revoke it by written notice of revocation that must be sent digitally to and received by Xxxxxxx Xxxxxxxxxx, the Fair Labor Standards ActCompany's General Counsel, at xxxxxxxxxxx@xxxx.xxx, no later than the seventh day after Xxxxxx has signed this Agreement. This Agreement will not become effective and enforceable until the eighth day after Xxxxxx signs this Agreement (if not revoked pursuant to the terms of this paragraph), and such eighth day will be the "Effective Date" of this Agreement. 6. Other than as set forth in this Agreement, the Occupational Safety Enzo Parties, on behalf of themselves, and Health Act their successors and assigns, forever waive and release any and all rights and claims of 1970any kind, which they presently have, had or may have against the Weiner Parties and their past and present employees, agents, executors, administrators, heirs, successors, and assigns (collectively, the Americans With Disabilities Act "Weiner Released Parties") up to the date of 1990their execution of this Agreement including, without limitation, any and all claims of any kind relating to any act or omission that occurred prior to their execution of this Agreement or any matters arising out of Xxxxxx'x employment or directorship with any of the Enzo Released Parties. Specifically, but without limiting that general release, the Civil Rights Acts Enzo Parties hereby waive any rights or claims under Xxxxxx'x Employment Agreements and any other rights or claims that were or could have been asserted in the Arbitration. This Agreement is intended as a full settlement and compromise of 1964 each, every and 1991all claims of every kind and nature, the Civil Rights Act of 1866whether known or unknown, the Employee Retirement Income Security Act of 1974actual or contingent, the Rehabilitation Act of 1973asserted or unasserted, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited statutory law or otherwise; no claim of any sort is reserved and there are no sums or benefits payable by Xxxxxx to claims the Enzo Parties. Notwithstanding the terms of this release, the Enzo Parties may receive any payments or suits for intentional interference with contractual relations, breach benefits that may be due to them as a member of a class pursuant to the terms of the implied covenant settlement of good faith and fair dealingany shareholder derivative class action suit, breach of contractprovided that such Enzo Party was not a named plaintiff in or otherwise commenced, wrongful terminationmaintained, negligent supervisionencouraged, negligenceinitiated, intentional and negligent infliction of emotional distressfiled, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) prosecuted such suit. 7. Notwithstanding any other action provision of this Agreement (including, without limitation, the releases set forth in paragraphs 4 through 6), this Agreement does not (i) release any rights to unemployment benefits that Weiner may seek from state unemployment compensation agencies; or grievance against the other party(ii) modify, affect or waive any rights, claims, or agreements relating to any of its respective agentslandlord/tenant agreements with respect to the premises located at 00 Xxxxxxxxx Xxxxxxxxx, spousesXxxxxxxxxxx, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this AmendmentXxx Xxxx 00000.

Mutual Releases. Except for rights arising under (a) In consideration of the Agreement, as amended by covenants and agreements set forth in this Amendment, after and for other good and valuable consideration, the date hereof receipt and any rights Employee or sufficiency of which are hereby acknowledged, Sagemark, for itself and its subsidiaries, successors-in-interest, representatives, agents and assigns (collectively, the Company has under any options"Sagemark Releasors") hereby releases and discharges Trident, restrictive stock units or warrants to purchase the Company’s common stock held by EmployeeTrident Growth, as of the Effective DateTrident Management, Employee, on the one handLLC, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, partners, employees, heirs, administrators, executors, representatives, attorneys, counsel subsidiaries, successors and affiliates fromassigns acting as such (collectively, and (ii) agree and covenant not to institutethe "Trident Releasees"), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsactions, rightsjudgments, debtsliens, dues, sums of moneyindebtedness, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilitiesfees, losses and expenses, liabilities of whatever kind and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)character, whether known or unknown, either at lawforeseen or unforeseen, in law or equity, liquidated or mixedunliquidated, whether asserted personally, derivatively or in any other capacity (all of the foregoing being collectively referred to herein as the "Claims"), arising at any time from the beginning of time through the Release Effective Date (defined below), including but not limited to Claims arising in connection with or in any way related to the Purchase Agreement or the Note, and all activities, transactions and obligations arising thereunder, provided that either ever hadnothing contained herein shall release the Trident Releasees from: (i) any claim of breach of any of Trident's representations, now haswarranties, covenants and/or obligations under this Agreement; (ii) any claim under Section 5.3 of the Purchase Agreement with respect to capital contribution obligations of Sagemark as set forth therein; and (iii) any Claims against any of the Trident Releasees which cannot be released under applicable law. Sagemark hereby (x) represents that none of the Sagemark Releasors have instituted any action or suit against any of the Trident Releasees relating to the Purchase Agreement or the Note, nor any activities, transactions and obligations arising thereunder; and (y) covenants and agrees that none of the Sagemark Releasors will institute any action or suit against any of the Trident Releasees, nor in any way aid in the institution or prosecution of any such action or suit by third parties, relating to the Purchase Agreement or the Note, nor any activities, transactions and obligations arising thereunder. In the event that the representation set forth in this paragraph is untrue, or canthe covenant set forth in this paragraph is breached, shallSagemark agrees to reimburse those of the Trident Releasees which incur attorney's fees and/or costs in connection with the defense of such actions or suits, their reasonable attorney's fees and costs incurred in connection with the defense of such actions or suits. Notwithstanding the foregoing, nothing contained in the preceding paragraph (or elsewhere in this Agreement) will, or may haveis intended to, against preclude or limit Sagemark from commencing an action to enforce its rights under this Agreement. (b) In consideration of the covenants and agreements set forth in this Agreement, and for other by reason ofgood and valuable consideration, on account ofthe receipt and sufficiency of which are hereby acknowledged, or Trident, Trident Growth, and Trident Management, LLC, for themselves and their respective subsidiaries, successors-in-interest, representatives, agents and assigns (collectively, the "Trident Releasors") hereby releases and discharges Sagemark and its officers, directors, shareholders, partners, employees, heirs, administrators, executors, representatives, attorneys, subsidiaries, successors and assigns acting as such (collectively, the "Sagemark Releasees"), from any and all Claims arising out at any time from the beginning of any matter, cause or thing whatsoever, which has happened, developed, or occurred before time through the Release Effective Date including but not limited to Claims arising in connection with or in any way related to the Purchase Agreement or the Note, and all activities, transactions and obligations arising thereunder, provided that nothing contained herein shall release the Sagemark Releasees from: (Ai) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act claim of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant any of good faith and fair dealingSagemark's representations, breach of contractwarranties, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, covenants and/or obligations under this Agreement; and (Cii) any indebtedness Claims against any of the Sagemark Releasees which cannot be released under applicable law. Trident hereby (x) represents that none of the Trident Releasors have instituted any action or alleged indebtedness between Employee suit against any of the Sagemark Releasees relating to the Purchase Agreement or the Note, nor any activities, transactions and either Company, (D) any vacation, leave or other accruals, obligations arising thereunder; and (Ey) covenants and agrees that none of the Trident Releasors will institute any other action or grievance suit against the other party, or any of its respective agentsthe Sagemark Releasees, spousesnor in any way aid in the institution or prosecution of any such action or suit by third parties, employeesrelating to the Purchase Agreement or the Note, officersnor any activities, directors, shareholders, attorneys, counsel transactions and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASESobligations arising thereunder. In the event that any party institutes any the representation set forth in this paragraph is untrue, or the covenant set forth in this paragraph is breached, Trident agrees to reimburse those of the Sagemark Releasees which incur attorney's fees and/or costs in connection with the defense of such actions or suits, their reasonable attorney's fees and costs incurred in connection with the defense of such actions or suits. Notwithstanding the foregoing, nothing contained in the preceding paragraph (or elsewhere in this Agreement) will, or is intended to, preclude or limit Trident from commencing an action hereby released or to which he or it has agreed not enforce its rights under this Agreement. (c) The releases and covenants set forth in this Section 5 shall take effect upon, and are subject to xxx, Sagemark's receipt of the claim shall be dismissed immediately upon presentation of this Amendmentpayment set forth in Section 2(b) hereof (the "Release Effective Date").

Mutual Releases. Except for rights arising under (a) Effective upon the Agreement, as amended by this Amendment, after the date hereof due and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as timely completion and consummation of the Effective DateInitial Closing and the Second Closing, Employeethe PetroMed Parties, on the one handbehalf of themselves and their current and former owners, partners, parents, members, employees, principals, officers, directors,­ shareholders, affiliates, predecessors, successors, and the Company on the other handassigns, hereby irrevocably, unconditionally, fully, forevercompletely and finally waive, irrevocably and unconditionally (i) release, remise, and discharge each otheracquit, and each forever discharge and covenant not to xxx IPC Parties, the Lead Investors and, conditioned upon-Execution of the EMedCo Joinder, EMedCo Parties, as well as their respective agentsaffiliates, spousessubsidiaries, divisions, predecessors, and their respective current and former parent, partners, employees, principals, officers, directors, shareholders, attorneysmembers, counsel successors and, assigns of and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) from any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, known or suspected or unsuspected, that they had, presently have, may have, or claim or assert to have hereafter have, may have, or claim or assert to have, including without limitation, all claims causes of action arising out of or in any way relating to the Disputes, and/or any claims that the PetroMed Parties could have asserted or unassertedin the Disputes against IPC Parties or, arising from employment with or separation from conditioned upon their execution of the CompanyEMedCo Joinder, and specifically EMedCo Parties, including any claims under to rights and or interests in the Israel Offshore Project, and/or any federal, state claims that the PetroMed Parties may have or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionclaim or assert to have, or tort lawhereafter have, statutemay have, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963claim or assert to have against Lead Investor, and the Consolidated Omnibus Budget Reconciliation Act excepting only IPC Parties' and EMedCo Parties' respective obligations under this Agreement. PetroMed Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of 1985, action released by this Agreement. (Bb) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach Effective upon consummation of the implied covenant Initial Closing and the Second Closing, IPC Parties, on behalf of good faith themselves and fair dealingtheir current and former owners, breach of contractpartners, wrongful terminationparents, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spousesmembers, employees, principals, officers, directors, shareholders, attorneysaffiliates; predecessors, counsel successors, and assigns, hereby irrevocably, unconditionally, fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to xxx the PetroMed Parties, the Lead Investors and, conditioned upon their execution of the Me Co Joinder, the EMedCo Parties, as well as their respective affiliates, based upon subsidiaries, divisions, and their respective current and former parents, partners, employees, principals, officers, directors, shareholders, members, successors and, assigns, of and from an and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any conduct kind whatsoever, which has happenedat law or in equity, developedknown or unknown, suspected or unsuspected, that they had, presently have, may have, or occurred before claim or assert to have, or hereafter have, any have, or claim or assert to have, including without limitation, all claims and causes of action "sing out of or in any way relating to the Effective Date. It is expressly agreed and understood Disputes, and/or any claims that IPC Parties could have asserted in the Disputes against the PetroMed Parties or, conditioned upon their execution of the EMedCO Joinder, the EMedCo Parties, and/or any claims that the releases IPC Parties may have, or claims or assert to have, or hereafter have, may have, or claim or assert to have against the Lead Investor, and excepting only the PetroMed Parties' and the EMedCo Parties' respective obligations Jude this Agreement. IPC Parties warrant and represent that they have not assigned or btherwise­transferred any claim or cause of action released by this Agreement. (c) The PetroMed Parties acknowledge that a portion of the consideration given for this Agreement is being given for the full and final release of any and all losses, claims, costs, expenses, damages, and fees, which may have occurred in the past, and are not yet known, or which may occur in the future. The PetroMed Parties agree to voluntarily and knowingly assume the risk of any mistake of fact, either mutual or unilateral, with respect to slid losses, claims, costs, expenses, damages, and fees, and shall not, under any circumstance, seek to present further claims on behalf of themselves against the IPC Parties and/or the Lead Inv stars arising out of or related to the Disputes and/or arising out of or related to this Agreement r the Israel Offshore Project. The PetroMed Parties recognize that they may here after discover claims or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, the PetroMed Parties hereby waive any right claims or causes of action that might arise as a result of such different or additional claim or facts. Other than the promises and terms set forth herein, the PetroMed Parties are not relying on any statements made by any other Party indefinitely to enter into this Agreement. The PetroMed Parties acknowledge that their adversary relationship with IPC Parties precludes any obligation of disclosure by the IPC Parties to the PetroMed Parties. (d) The IPC Parties acknowledge that a portion of the consideration this Agreement is being given for the full and final release of any and all losses, claim expenses, damages, and fees, which may have occurred in the past, and are not yet which may occur in the future. IPC Parties agree to voluntarily and knowingly assume the risk of any mistake of fact, either mutual or unilateral, with respect to said losses, said losses, expenses, damages, and fees, and shall not, under any circumstances, seek to preserve claims on behalf of themselves against the PetroMed Parties and/or the Lead Investor arising out of or related to the Disputes and/or arising out of or related to this Agreement or Israel Offshore Project. IPC Parties recognize that they may hereafter discover claims or fact in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing is Agreement, may have materially affected this settlement. Nevertheless, IPC Partise hereby waive any right, claims or causes of action that might arise as a result of such different or additional claim or facts. Other than the promises and terms set forth herein, IPC parties are not relying on any statements made by the PetroMed Parties and/or Lead Investors in d1idin to enter into this Agreement. The IPC Parties acknowledge that their adversary the PetroMed Parties precludes any obligation of disclosure by the PetroMed Parties to the IPC Parties. (e) The EMedCo Joinder will contain releases, waivers and other provisions substantially in the form contained here are GENERAL RELEASES. In in paragraphs (a) -(d) of this Section 10 with respect t9 the event that any party institutes any action PetroMed Parties, the IPC Parties and the Lead Investors. (f) Effective upon consummation of the Initial and Second Closing, IPC Parties and Emanuelle, on behalf of themselves and their current and former owners, partners, parents, members, employees, principals, officers, directors, shareholders, fil~'1tes; predecessors, successors, and assigns, hereby released or to which he or it has agreed irrevocably, unconditionally, fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to xxxxxx on and her, as well as their respective affiliates, subsidiaries, divisions, predecessors, and their respective current and fanner parents, partners, employees, principals, officers, directors, shareholders; members, successors and, assigns, of and from any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind what oev r,..at law or in equity, known or unknown, suspected or unsuspected, that they had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, including without limitation, all claims and causes of action arising out of or in any way relating to the IPC -Emanuelle Dispute and/or any claims to rights and/or interests in the Israel Offshore Project, and/or any claims that IPC Parties or Emanuelle could have respectively asserted i the IPe -Emanuelle Dispute against each other and/or any claims to rights and/or inter~sts~' the Israel Offshore Project, and excepting only the IPC Parties' and Emanuelle's respective obligations under this Agreement. IPC Parties and Emanuelle respectively warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. (g) To the extent not paid and discharged by the PetroMed Parties (excluding the Lead Investors IPC) who shall have primary liability for the matters describe in this paragraph (and nothing in this paragraph shall be deemed to release the PetroMed Parties from such liability) the Parties entitled to any of the Ownership WI Points in the Licenses an Permit (the "Owning Parties"), hereby agree, on behalf of themselves and their current and former owners, partners, parents, members, employees, principals officers, directors, shareholders, affiliates, predecessors, successors, and assigns, to bear, ill accordance to their respective Ownership WI Points Interests, their respective proportionate shares of any and all class, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, known or unknown, suspected or unsuspected, at any person (other than the Owning Parties), including but not limited to persons holding shares of PetroMed that were issued and outstanding prior to the date hereof, had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have against any of the Owning Parties as a result of or including, without limitation, all claims and causes of action arising out of this Agreement and the Term Sheet, and excepting only the PetroMed Parties obligations under this Agreement. Each of the Owning Parties shall cooperate in a joint defense against such claims and irrevocably agree to pay the other Owning Parties on a pro rated 'basis to the irrespective Ownership WI Point, on an as-incurred basis all costs in respect thereof and in satisfaction of all such claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action. The PetroMed Parties hereby jointly and eventually indemnify and agree to defend and hold harmless the Owning Parties from and a against all liabilities, costs, obligations, costs, expenses, and claims borne by the Owning Parties after this paragraph. The Owning Parties shall been titled to assert, and the PetroMed Parties hereby grant, the claim right of set off against any obligation of the Owning Parties to the PetroMed Parties, including payment of any amounts due under the New PetroMed Trust Overriding Royalty, against any amounts paid by the Owning Parties pursuant to this paragraph. Notwithstanding the above, IPC shall have no liability whatsoever for any of the debts or accounts payable under the Term Sheet. (h) The PetroMed Parties shall indemnify and save and hold harmless the Lead Investors and the IPC Parties from and against all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action arising or accruing with respect to (a) the obligations or liabilities of PetroMed or any of its officers and directors (except for those directly attributable to the ownership of the Licenses and Permit), including but not limited to those listed on the Settlement List to be delivered under the Term Sheet dose arising out of or related to the consummation of the transactions contemplated by this event or (b) any representation of the PetroMed Parties contained herein being untrue or a reach of any warranty or covenant of the PetroMed Parties contained herein or (c) the breach or failure to perform any obligation of the PetroMed Parties under this Agreement. The Parties shall be dismissed immediately upon presentation entitled to assert, and the PetroMed Parties hereby grant, the right of set off against any obligation of the Parties to the PetroMed Parties, including payment of any amounts due under the New PetroMed Trust Overriding Royalty, against any amounts owed by the PetroMe Parties pursuant to this Amendmentparagraph.

Mutual Releases. Except for rights arising under (a) Xx. Xxxxxxx'x Release. In consideration of MGM Studios' and the Agreement--------------------- Company's promises contained herein, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, effective as of the Effective Datedate of the effectiveness of this Agreement, EmployeeConsultant, on behalf of himself and his heirs, representatives and assigns, hereby releases and discharges MGM Studios, the one handCompany, their parents, subsidiaries and divisions, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each all of their respective agents, spouses, employees, current and former officers, directors, shareholders, agents, employees, representatives, attorneys, counsel predecessors, successors and affiliates fromassigns (collectively "Releasees"), and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of complaints, claims, chargesliabilities, complaintsobligations, demandspromises, agreements, controversies, damages, actions, causes of action, suits, rights, debts, dues, sums of moneydemands, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, debts and expenses, and any and all other claims of every kind, nature and description whatsoever expenses (including attorneys' fees and costs)costs actually incurred) of any nature whatsoever, whether known from the beginning of time to April 30, 1999 which Consultant now hai, owns or unknownholds or claims to have, either at law, in equityown or hold, or mixed, that either ever which Consultant at any time heretofore had, now hasowned, or can, shallheld, or claimed to have had, owned or held, or which Consultant may havein the future assert, against each or any of the other by reason ofReleasees, on account ofincluding, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising rights under (all as amended) the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, ; the Older Workers Benefit Protection California Fair Employment and Housing Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, ; the Employee Retirement Income Security Act of 1974, ; the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, Americans with Disabilities Act; that relate or are in any manner incidental to Consultant's employment with or separation from MGM Studios and the Consolidated Omnibus Budget Reconciliation Act Company. Consultant hereby acknowledges that he has been paid for all amounts payable to him pursuant to Section 6 of 1985the Employment Agreement (other than vacation pay provided for in Section 3(a)(i) hereof) during the term of the Employment Agreement up to and including April 30, 1999. (Bb) those arising under common MGM Studios' and the Company's Release. In consideration of -------------------------------------- Consultant's promises contained herein, effective as of the date of the effectiveness of this Agreement, MGM Studios and the Company, on behalf of themselves and their parents, subsidiaries and divisions and, to the fullest extent permitted by law, including but not limited to claims or suits for intentional interference with contractual relations, breach all of the implied covenant of good faith their respective current and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, former officers, directors, shareholders, agents, employees representatives, attorneys, counsel predecessors, successors and affiliatesassigns, based upon hereby release and discharge Consultant and his heirs, representatives and assigns from any conduct whatsoeverand all complaints, 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) which has happenedthey now have, developedown or hold, or occurred before which they at any time heretofore had, owned, or held, or claimed to have had owned or held, or which they may in the Effective Date. It is expressly agreed and understood future assert, against Consultant or his heirs, representatives or assigns, that arise from facts known prior to April 30, 1999 by members of the releases contained here are GENERAL RELEASES. In Board of Directors of either the event that any party institutes any action hereby released Company or to which he MGM Studios, or it has agreed by members of such boards' respective Executive Committees or Finance Committees, or by the Chairman of the Board, Chief Financial Officer, Secretary, or General Counsel of the Company or MGM Studios (not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentincluding Consultant or Xxxxxx Xxxxxx).

Mutual Releases. Except for rights arising under the 5.1 Effective upon Court approval of this Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, Debtors and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally Committee (ibut not its individual members) forever release, remise, discharge and discharge each other, and acquit each of Ford and CIT and their respective agentspredecessors, spouses, employeesassigns, officers, managers, directors, shareholders, employees, agents, attorneys, counsel professionals and affiliates fromRepresentatives (collectively, the “Ford and (ii) agree and covenant not to instituteCIT Releasees”), submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaintscounterclaims, demands, actionsdamages, causes of actiondebts, agreements, covenants, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, accounts, offsets, rights, actions and expensescauses of action of any nature whatsoever, including without limitation, all claims, demands, and any and all other causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of every kindfraud, nature and description whatsoever (including attorneys' fees and costsduress, mistake, tortious interference or usury), whether presently possessed or possessed in the future, whether known or unknown, either at whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, in equitycommission of any tort, or mixed, that either ever had, now hasany other matter whatsoever, or canthing done, shallomitted or suffered to be done by the Ford and CIT Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to the Debtors, the Committee, the Final DIP Order, or may havethe Debtors’ Plan, against the CIT Adversary Proceeding but excluding Ford accounts receivable arising in the ordinary course of business, including ED&T and packaging amounts and further excluding all claims, rights and other by reason ofobligations specifically arising under this Agreement and, on account ofto the extent not inconsistent with this Agreement, or arising out the Plan and the Order confirming the Plan. 5.2 Upon Court approval of any matterthis Agreement, cause or thing whatsoeverFord and its affiliates forever release, which has happened, developed, or occurred before discharge and acquit the Effective Date including Debtors and the Committee (but not limited to its individual members) and CIT and their respective predecessors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, professionals and Representatives (A) collectively, the “Estate and CIT Releasees”), from any and all claims, asserted or unassertedcounterclaims, arising from employment with or separation from the Companydemands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including without limitation, all claims, demands, and specifically causes of action for contribution or indemnity, whether arising at law or in equity (including any without limitation claims under any federalof fraud, state or local laborduress, employment, discrimination, human rights, civil rights, wage/hour, pensionmistake, or tort lawtortious interference), statutewhether presently possessed or possessed in the future, orderwhether known or unknown, rulewhether liability be direct or indirect, regulation liquidated or public policyunliquidated, including but not limited towhether presently accrued or to accrue hereafter, those arising under (all as amended) the Age Discrimination in Employment Actwhether absolute or contingent, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963foreseen or unforeseen, and the Consolidated Omnibus Budget Reconciliation Act whether or not heretofore asserted, for or because of 1985or as a result of any act, (B) those arising under common lawomission, including but not limited to claims or suits for intentional interference with contractual relationscommunication, breach of the implied covenant of good faith and fair dealingtransaction, occurrence, representation, promise, damage, breach of contract, wrongful terminationfraud, negligent supervisionviolation of any statute or law, negligence, intentional and negligent infliction commission of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partytort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Estate and CIT Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to these cases, the Final DIP Order, or the Debtors’ Plan, but excluding ordinary trade shipment obligations, and further excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. The Ford release of CIT hereunder shall be limited to matters related to the Debtors. The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement. 5.3 Upon Court approval of this Agreement, CIT and its affiliates forever release, discharge and acquit the Debtors and the Committee (but not its individual members) and Xxxx and their respective agentspredecessors, spouses, employeesassigns, officers, managers, directors, shareholders, employees, agents, attorneys, counsel professionals and affiliatesRepresentatives (collectively, based upon the “Estate and Ford Releasees”), from any conduct and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, which has happenedincluding without limitation, developedall claims, demands, and causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of fraud, duress, mistake, or tortious interference), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Estate and Ford Releasees which have occurred in whole or in part or were initiated at any time up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to these cases, the Final DIP Order, or the Debtors’ Plan, but excluding ordinary trade shipment obligations, and further excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. The CIT release of Ford hereunder shall be limited to matters related to the Debtors. The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement, provided that such release shall not apply to fees and expenses accruing after August 22, 2008. 5.4 Effective Dateupon Court approval of this Agreement, the Committee (but not its individual members) forever releases, discharges and acquits the Debtors and their respective predecessors, assigns, officers, managers, directors, employees, agents, attorneys, professionals and representatives (collectively, the “Debtor Releasees”), from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including without limitation, all claims, demands, and causes of action for contribution or indemnity, whether arising at law or in equity (including without limitation claims of fraud, duress, mistake, tortious interference or usury), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever, or thing done, omitted or suffered to be done by the Debtor Releasees which have occurred in whole or in part or were initiated at any time after the Petition Date up to and through the date of the order confirming the Plan, including without limitation any claims related in any way to the Debtors, the Committee, the Final DIP Order, or the Debtors’ Plan, the CIT Adversary Proceeding but excluding all claims, rights and other obligations specifically arising under this Agreement and, to the extent not inconsistent with this Agreement, the Plan and the Order confirming the Plan. It is expressly agreed and understood The release shall include any objections (including in any objection to interim or final fee applications) to any fees or expenses contained in fee statements by any professionals that have been submitted on before the date of this Agreement. 5.5 Pursuant to the releases contained here are GENERAL RELEASES. In set forth above, all litigation between the event that parties exchanging releases, including the CIT adversary proceeding, will be dismissed with prejudice as of the Court Approval Date. 5.6 For avoidance of any doubt, no release provided hereunder will affect the rights of any party institutes any action hereby released or to under this Agreement, all of which he or it has agreed not to xxx, the claim shall will be dismissed immediately upon presentation of this Amendmentdetermined as if no release had been granted.

Mutual Releases. Except for rights arising under (a) For valuable consideration, the Agreementreceipt and sufficiency of which is hereby acknowledged, as amended Executive does hereby release and discharge, to the maximum extent permitted by this Amendmentlaw, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handits directors and officers acting in such capacities, and the Company on the other hand, hereby fully, forever, irrevocably its attorneys and unconditionally (i) release, remise, and discharge each other, and each of their respective agentsheirs, spousesexecutors, employeesadministrators, officerssuccessors and assigns (collectively, directors, shareholders, attorneys, counsel and affiliates from, and (iithe “Company Releasees”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, leases, doings, omissions, damages, executionsclaims and demands whatsoever, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at in law, in equityadmiralty or equity which against them or any of them, or mixedExecutive and his heirs, that either executors and administrators ever had, now has, have or in the future can, shall, shall or may have, against any of the other Company Releasees for, upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoeverarising from the beginning of the world to the date of this Release; provided, however, nothing in this Section 12(a) shall in any manner reduce, release or otherwise affect any of the Company’s obligations under this Agreement or any indemnification agreement to which has happenedthe Company and Executive are parties. (b) For valuable consideration, developedthe receipt and sufficiency of which is hereby acknowledged, or occurred before the Effective Date including but not limited Company does hereby release and discharge, to the maximum extent permitted by law, Executive and his heirs, executors, administrators, successors and assigns (Acollectively, the “Executive Releasees”) from any and all claimsactions, asserted or unassertedcauses of action, arising from employment with or separation from the Companysuits, debts, sums of money, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, damages, claims and specifically including any claims under any federaldemands whatsoever, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort in law, statute, order, rule, regulation admiralty or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance equity which against the other party, them or any of them, the Company and its respective agentssuccessors and assigns ever had, spousesnow have or in the future can, employeesshall or may have, officersagainst any of the Executive Releasees for, directorsupon or by reason or any matter, shareholderscause or thing arising from the beginning of the world to the date of this Release; provided, attorneyshowever, counsel and affiliatesnothing in this Section 12(b) shall in any manner reduce, based upon release or otherwise affect any conduct whatsoever, which has happened, developed, of the Executive’s obligations under this Agreement or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or indemnification agreement to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this AmendmentCompany and Executive are parties.

Mutual Releases. Except for rights arising under Subject to the entry of the Approval Order, the Parties each covenant and agree: a) Subject to the terms and provisions of this Agreement, as amended by this Amendmentand for good and valuable consideration, after the date hereof receipt and any rights Employee or the Company has under any optionssufficiency of which are hereby acknowledged, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as each of the Effective DateSBS Parties, Employee, for themselves and on behalf of each of the one handSBS Released Parties (defined below) to the greatest extent the SBS Parties may lawfully do so on their behalf, and their respective, successors, assigns and legal representatives (hereinafter collectively referred to as the Company on the other hand, “SBS Releasing Parties”) hereby fully, forever, irrevocably and unconditionally (i) remise, release, remise, and forever discharge each other, the SGRP Parties and each of their respective agentsholding companies, spousesmembers, employeessuccessors, predecessors, direct and indirect subsidiaries, past and present shareholders, officers, directors, shareholdersagents, representatives, attorneys, counsel employees, subsidiaries, successors, assigns and affiliates from, other representatives (hereinafter collectively referred to as the “SGRP Released Parties”) of and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and from all manner of claims, charges, complaintsdebts, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and damages in any and all other claims claims, counterclaims, demands, and liabilities whatsoever of every kind, nature nature, and description whatsoever (including attorneys' fees and costs)whatsoever, whether known or unknown, either at whether in law, equity or otherwise, whether based in equitytort, contract, or mixedany other theory of recovery (including, that either ever hadbut without limitation, claims for losses, expenses, reimbursements, taxes, withholdings, fines, lost profits, and any incidental, consequential, compensatory, and punitive damages) (collectively “SBS Parties’ Claims”), which the SBS Releasing Parties now hashave, or canever did have, shallor may every have against the SGRP Released Parties relating to or arising from any business or other activity of SBS (including any SBS Releasing Parties’ claims, including any claim brought against any SBS Releasing Party relating to or arising from the business or other activities of SBS) or any communications, discussions, services, and/or agreements relating to the same, from the beginning of the world until the date hereof, and any later Claims arising in respect of any circumstances occurring or existing (in whole or part) on or before the date hereof (collectively, the “SBS Released Matters”). The foregoing release and waiver of claims shall be governed and construed in accordance with the laws of the State of Nevada. Each of the SBS Parties specifically represents that (i) it has executed this instrument of its own free will and intends to be bound by its terms; (ii) that it has read and understands the provisions of this release; (iii) that it voluntarily signs same for the purpose of making a full and final settlement of all SBS Parties’ Claims and causes of action against the SGRP Released Parties with respect to the SBS Released Matters; (iv) that it is the intention of such SBS Releasing Party that this release be a complete and total release of any and all SBS Parties’ Claims by such SBS Releasing Party relating to or arising from the SBS Released Matters notwithstanding any Party’s actual or alleged fault, misconduct, negligence, knowledge, acquiescence, participation, involvement, co or joint employer status, etc.; and (v) that it has reviewed same with counsel of its choosing, and that it is not relying upon any representation of law or fact set forth by any of the SGRP Released Parties or the SGRP Released Parties’ counsel. SBS Released Matters include (without limitation) any SBS Parties’ Claims respecting any of the following: (i) Any alleged or other liability or obligation of any SGRP Released Party to any of the SBS Releasing Parties, including those for the A/R Claim (other than the Proven Unpaid AR (defined below)), the Other Claims and any and all other unpaid fees, expense reimbursements or other amounts; (ii) Any alleged or other liability or obligation of any of the SBS Releasing Parties to any authority or other third party; (iii) Any actual or alleged responsibility for any operations, actions or omissions, governance, management, finance, methods or business legal compliance or non-compliance of any of the SBS Releasing Parties (whether or not any SGRP Party is alleged to or may be a co- or joint employer); (iv) Any actual or alleged miss-classification of any independent contractor engaged or administered by any of the SBS Releasing Parties (whether or not any SGRP Party is alleged to or may be a co- or joint employer); (v) Any other actual or alleged legal compliance or non-compliance by any of the SBS Releasing Parties (whether or not the SGRP is alleged to or may be a co- or joint employer); (vi) Any claim or proceeding against, by or involving any of the SBS Releasing Parties; (vii) Any Claims or losses by any of the SBS Releasing Parties or sought from the SBS Releasing Parties or any other related party by any authority or other third party; (viii) Any actual or alleged legal compliance or non-compliance of any the SBS Releasing Parties; (ix) Any demand for collateral, premiums or other payments by Affinity Insurance Ltd (“Affinity”) or any creditor of any of the SBS Releasing Parties (including all Affinity Amounts (defined below)); (x) Any Claim for fees, compensation, benefits or reimbursement by any of the SBS Releasing Parties; or (xi) Any Claim or related losses, expenses, reimbursements, taxes, withholdings, fines, lost profits, and any incidental, consequential, compensatory, and punitive damages of any of the SBS Releasing Parties relating to any of the foregoing; For clarity, the SGRP Released Parties do not include any of the SBS Released Parties and the SBS Released Parties do not include any of the SGRP Released Parties. Notwithstanding the above, the Proven Unpaid AR (defined below) is specifically excluded from the SBS Released Matters and is payable solely as and to the extent provided in subsection (c) of this Section 3 below in this Agreement. b) Subject to the terms and provisions of this Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the SGRP Parties, for themselves and on behalf of each of the SGRP Released Parties to the greatest extent the SGRP Parties may lawfully do so on their behalf, and their respective, successors, assigns and legal representatives (hereinafter collectively referred to as the “SGRP Releasing Parties”) hereby irrevocably and unconditionally remise, release, and forever discharge the SBS Parties and each of their respective holding companies, members, successors, predecessors, direct and indirect subsidiaries past and present shareholders, officers, directors, agents, representatives, attorneys, employees, successors, assigns and other representatives (hereinafter collectively referred to as the “SBS Released Parties”) of and from all debts, demands, actions, causes of action, suits, accounts, contracts, agreements, and damages in any and all claims, counterclaims, demands, and liabilities whatsoever of every kind, nature, and description whatsoever, whether known or unknown, whether in law, equity or otherwise, whether based in tort, contract, or any other theory of recovery (including, but without limitation, claims for expenses, reimbursements, taxes, withholdings, fines, lost profits, and incidental, consequential, compensatory, and punitive damages), (“SGRP Parties’ Claims”), which the SGRP Releasing Parties now have, or ever did have, or may have, against the other by reason of, on account of, SBS Released Parties relating to or arising out from any activity of SBS or any communications, discussions, services, and/or agreements relating to the same, from the beginning of the world until the date hereof , and any later Claims arising in respect of any matter, cause circumstances occurring or thing whatsoever, which has happened, developed, existing (in whole or occurred part) on or before the Effective Date including but not limited date hereof (collectively, the “SGRP Released Matters”). The foregoing release and waiver of claims shall be governed and construed in accordance with the laws of the State of Nevada. Each of the SGRP Releasing Parties specifically represents that (i) it has executed this instrument of its own free will and intends to be bound by its terms; (Aii) that it has read and understands the provisions of this release; (iii) that it voluntarily signs same for the purpose of making a full and final settlement of all SGRP Parties’ Claims and causes of action against the SBS Released Parties with respect to the SGRP Released Matters; (iv) that it is the intention of such SGRP Releasing Parties that this release be a complete and total release of any and all claims, asserted SGRP Parties’ Claims by such SGRP Releasing Party relating to or unasserted, arising from employment with the SGRP Released Matters notwithstanding any Party’s actual or separation from the Companyalleged fault, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervisionmisconduct, negligence, intentional knowledge, acquiescence, participation, involvement, co or joint employer status, etc.; and negligent infliction (v) that it has reviewed same with counsel of emotional distress, defamation, false imprisonment, libelits choosing, and slanderthat it is not relying upon any representation of law or fact set forth by any of the SBS Released Parties or the SBS Released Parties’ counsel. Notwithstanding the above, the Proofs of Claim are specifically excluded from the SGRP Released Matters and the Approval Order shall allow the SGRP Proofs of Claim in the aggregate amount of $1,839,458.82 and the SMF Proofs of Claim in the aggregate amount of $391,800.94. c) With respect to the A/R Claim, the Parties have agreed to have Xxxxxxx Xxxxxxx independently determine: (Ci) whether SMF paid all amounts for allowable reimbursable expenses (net of all applicable credits) that were properly invoiced to SMF and the amounts of allowable reimbursable expenses that (x) were paid to vendors for expenses by SBS in 2018 for allowable reimbursable expenses (net of all applicable credits) and not paid to SBS by SMF and (z) should have been invoiced but were not invoiced to SMF and ii) the amount put into the SBS payroll accounts including the payments for the amounts due to SBS for the independent contractors (“IC’s”) (which, following the 2017 methodology of the SBS controller, includes both the net amount to be paid by SBS to the IC’s and the amount to be withheld by SBS from the payments to the IC’s for xxxxxxx’x compensation and liability insurance) plus the xxxx-up of 2.9638% to SBS for 2018. Xxxxxxx Xxxxxxx will use the parameters identified in Schedule 3(c) hereto. To the extent Xxxxxxx Xxxxxxx determines that any indebtedness or alleged indebtedness between Employee such net allowable reimbursable expenses were not paid and either Companyare still owed to SBS ("Proven Unpaid AR"), (Dthe Parties will accept the determination of Xxxxxxx Xxxxxxx as final and binding. SMF will pay the Proven Unpaid A/R, if any, to SBS. d) The Parties agree that the SGRP Parties have and had no responsibility to fund any vacationAffinity assessment, leave security deposit, premium or other accrualsamount respecting any SBS Affinity insurance coverages after November 30, and 2014 (E"Affinity Amounts") other than any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentamounts already paid.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof (a) Each Seller does hereby expressly fully release and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase forever discharge the Company’s common stock held by Employee, as of the Effective Dateits subsidiaries, Employeeaffiliates, on the one handsuccessors and assigns, its and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, current and former officers, directors, shareholdersemployees and agents and each of its and their respective successors and assigns (each individually, attorneys, counsel and affiliates from, and (iia “Company Released Party”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of rights, claims, charges, complaints, demands, actions, causes of action, suitswarranties, rightsdemands, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and costs, attorneys’ fees, expenses, suits, losses, and any and all other claims causes of every kind, nature and description whatsoever action (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out “Claims”) of any matter, cause kind or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, nature whatsoever whether asserted or unasserted, arising that such Seller has had, could have had or may have had against a Company Released Party from employment with the beginning of time to the date of this Agreement. The Sellers hereby irrevocably covenant to refrain from asserting any claim or separation demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Company Released Party based upon any such Claim. Notwithstanding the foregoing, Xxxxx is not releasing the Company from any of the Company’s obligations owed to Xx. Xxxxx under the Amended and Restated Employment Agreement between the Company and Xxxxx, dated as of May 12, 2006 (the “Employment Agreement”), the Letter Agreement between the Company and Xxxxx, dated April 8, 2008, the Indemnity Agreement between Xxxxx and the Company, dated as of June 27, 2008, any of the Company’s employee benefit plans in which Xxxxx participates or is a beneficiary, any directors’ and specifically including officers’ insurance maintained by the Company, the Certificate of Incorporation or the Bylaws, and nothing herein shall limit the Sellers’ right to enforce the terms of this Agreement. (b) The Company, for itself and on behalf of each Company Released Party, does hereby expressly fully release and forever discharge each of the Sellers (each individually, a “Seller Released Party”) from any claims under and all Claims of any federalkind or nature whatsoever whether asserted or unasserted, state that each Company Released Party has had, could have had or local labormay have had against each Seller Released Party from the beginning of time to the date of this Agreement. The Company, employmenton behalf of itself and the Company Released Parties, discrimination, human rights, civil rights, wage/hour, pensionhereby irrevocably covenants to refrain from asserting any claim or demand, or tort lawcommencing, statuteinstituting or causing to be commenced, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act any proceeding of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance kind against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, Sellers based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed such Claim. (c) The parties hereto hereby acknowledge and understood agree that the releases contained here Company Released Parties and the Seller Released Parties are GENERAL RELEASES. In intended third party beneficiaries of the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation provisions of this AmendmentSection 7.1 and may take any and all action to enforce the obligations and agreements of the releasing parties set forth herein. (d) The Company agrees that it will exchange a mutual release in the form annexed hereto as Schedule 7.1(d) with each Nominee, each member of the Committee and each participant in the Committee’s solicitation of proxies in connection with the Company’s 2009 Annual Meeting who provides such a release to the Company within twenty-one (21) days of the date hereof.

Mutual Releases. Except for rights arising under i. Subject to the terms of this Agreement, except as amended by this Amendmentexpressly set forth herein, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, in exchange for and as a part of the Effective Dateconsideration set forth in herein, EmployeeGladstone individually and on behalf of his heirs, on the one hand, executors and the Company on the other hand, administrators hereby fully, forever, irrevocably fully releases and unconditionally (i) release, remise, discharges Terra Tech and discharge each other, and each of their respective its agents, spouses, employeesowners, officers, directors, partners, shareholders, attorneysemployees, counsel subsidiaries, affiliates, successors-in-interest, assigns, representatives, lawyers, counselors, advisors and/or agents, individually and affiliates fromcollectively, of and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of conceivable known or unknown past, present, or future liabilities, debts, claims, chargesdemands for damages, complaintscosts, demandsindemnification (except as otherwise provided herein), actionscontribution, causes or any other thing, of any kind or nature whatsoever (the “Gladstone Released Claims”), for which Gladstone has or may have any conceivable known or unknown cause of action, suitsclaim, rights, debts, dues, sums of moneyor demand for damages, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever indemnification (including attorneys' fees and costsexcept as otherwise provided herein), or a contribution, whether certain or speculative, fully or partially accrued, inchoate, springing, contingent, questioned or doubtful, which they may have or have had at any time prior hereto, come into existence or which may be brought in the future in connection with any acts or omissions whether known or unknown, either unknown which have occurred at law, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before time prior to the Effective Date of this Agreement including but not limited to (A) under the Independent Director Agreement, any and all claimsclaim by Gladstone for fraud, asserted breach of contract, or unassertedwrongful termination by Terra Tech, arising from employment with or separation from the Company, and specifically including any claims under any federal, state claim for harassment or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or discharge in violation of public policypolicy and/or violation of any state and federal laws, including but not limited towithout limitation, those arising under (all as amended) the Age Discrimination in In Employment ActAct as amended, the Older Workers Benefit Benefits Protection Act, the Fair Employment And Housing Act, the Americans With Disabilities Act, Title VII Of The Civil Rights Act Of 1964, as amended, the Fair Labor Standards Acts, as amended, the National Labor Relations Act, as amended, the Fair Labor Standards - Management Relations Act, as amended, the Worker Adjustment And Retraining Notification Act Of 1988, as amended, the Rehabilitation Act Of 1973, as amended, the Equal Pay Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866Pregnancy Discrimination Act, the Employee Retirement Income Security Act of Of 1974, the Rehabilitation Act of 1973as amended, the Family and Medical Leave Act of Of 1993, the Equal Pay Act California Family Rights Act, as amended and the California Labor Code. Notwithstanding this Section 2.c.i to the contrary, Gladstone’s rights under that certain Director Indemnification Agreement dated December 16, 2020, by and between Terra Tech and Gladstone as well as any indemnification rights contained in the corporate by-laws or governing documents of 1963Terra Tech (collectively, the “Indemnification Agreements”), other than for claims which are not indemnifiable, (i) are hereby expressly excluded from the Gladstone Released Claims and (ii) shall survive pursuant to and in accordance with the terms of the Indemnification Agreements. ii. Subject to the terms of this Agreement, except as expressly set forth herein, and in exchange for and as a part of the Consolidated Omnibus Budget Reconciliation Act of 1985consideration set forth herein, (B) those arising Terra Tech including its subsidiaries, parent entities, and other related entities along with any person or entity claiming by, through or under common lawTerra Tech or its related entities, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or without limitation any of its respective agents, spouses, employeesowners, officers, directors, partners, shareholders, attorneysemployees, counsel and subsidiaries, affiliates, based upon successors-in-interest, assigns, representatives, lawyers, counselors, advisors and agents, individually and collectively, hereby fully release and discharge Gladstone individually and his heirs, executors and/or administrators, representatives, lawyers, counselors, advisors, agents, and any conduct entity in which Gladstone has ownership in or controls of and from any and all conceivable known or unknown past, present, or future liabilities, debts, claims, demands for damages, costs, indemnification (except as otherwise provided herein), contribution, or any other thing, of any kind or nature whatsoever, for which Terra Tech has happenedor may have any conceivable known or unknown cause of action, developedclaim, or demand for damages, costs, indemnification (except as otherwise provided herein), or any contribution, whether certain or speculative, fully or partially accrued, inchoate, springing, contingent, questioned or doubtful, which Terra Tech may have or has had at any time prior hereto, come into existence or which may be brought in the future in connection with any acts or omissions whether known or unknown which have occurred before at any time prior to the Effective DateDate of this Agreement including under the Independent Director Agreement, or in connection with any job duties or functions for or obligations of any type to Terra Tech. iii. It is expressly agreed and understood that The parties acknowledge the existence of and, with respect to the releases contained here are hereinabove, expressly waive and relinquish any and all rights and benefits either has or may have under California Civil Code, Section 1542, which provides: “A GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxRELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, the claim shall be dismissed immediately upon presentation of this AmendmentIF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Mutual Releases. Except for rights arising under the Agreement3.1. General Release of FIC by Otter Creek. Otter Creek I, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handOtter Creek Management, and the Company Otter Creek International, for and on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, behalf of themselves and each of their respective agentscurrent and former principals, spousesgeneral or limited partners, directors, officers, shareholders, employees, officersparent companies, subsidiaries, affiliates, member firms, predecessors, successors, assigns, and trustees, if any (collectively, the "Otter Creek Releasing Parties"), hereby covenant not to sue and fully, finally, and forever generally RELEASE, SURRENDER, REMISE, ACQUIT, AND FOREVER DISCHARGE FIC and its current and former principals, general or limited partners, directors, officers, shareholders, employees, parent companies, subsidiaries, affiliates, member firms, predecessors, successors, assigns, trustees, agents, attorneys, counsel and affiliates fromaccountants, insurers, and representatives of any kind, if any (ii) agree collectively, the "FIC Released Parties"), jointly and covenant not to instituteseverally, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaintsdisputes, demands, actions, causes of actionliabilities, suitsdamages, rightssuits (whether at law or in equity), debtspromises, dues, sums of moneyaccounts, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kindsetoffs, nature and description whatsoever (including contributions, attorneys' fees and costs)and/or causes of action of whatever kind or character, whether known past, present, KNOWN OR UNKNOWN, liquidated or unknownunliquidated, either at lawcontingent or non-contingent, in equityaccrued or unaccrued, or mixedwhich may hereinafter arise as a result of the discovery of new and/or additional facts , that either ever which the Otter Creek Releasing Parties have had, may now has, have or can, shallmight claim to have, or may have, have in the future against the other by reason of, on account of, or FIC Released Parties to the extent arising out of any matterthe matters alleged in this Litigation, cause or thing whatsoeverFIC's 2003 Annual Meeting and/or the Proxy Contest, which has happenedINCLUDING, developedWITHOUT LIMITATION, or occurred before TO THE EXTENT COVERED ABOVE, ANY AND ALL STATUTORY AND COMMON LAW CLAIMS FOR VIOLATION OF SHAREHOLDERS' RIGHTS, DECLARATORY JUDGMENT, COPYRIGHT INFRINGEMENT, UNJUST ENRICHMENT, BREACH OF EXPRESS OR IMPLIED CONTRACT, TORTIOUS INTERFERENCE WITH CONTRACT, PROMISSORY ESTOPPEL, BREACH OF IMPLIED COVENANTS, SPECIFIC PERFORMANCE, BREACH OF FIDUCIARY DUTY, INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS, NEGLIGENCE, AN ACCOUNTING, FRAUD, NEGLIGENT MISREPRESENTATION, FRAUDULENT INDUCEMENT (INCLUDING FRAUDULENT INDUCEMENT TO ENTER INTO THIS AGREEMENT), CONVERSION OR ANY CLAIM THAT ARISES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT, except for the Effective Date including but obligations contained in this Agreement. This release, however, does not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any include derivative claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but that do not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation arise out of this AmendmentLitigation, FIC's 2003 Annual Meeting and/or the Proxy Contest.

Mutual Releases. Except for rights arising under (a) In consideration of the complete execution and delivery of this Agreement, as amended by this Amendmentand other good and valuable consideration, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as each of the Effective Date, Employee, on the one hand, LD Entities for itself and the Company on the other hand, hereby fully, forever, irrevocably its respective current and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employeesformer principals, officers, directors, partners, members, employees, shareholders, managers, subsidiaries, Affiliates, representatives, agents, predecessors, successors, assigns, (collectively, the “loanDepot Releasing Parties”), hereby release, acquit, and forever discharge iMortgage and the iMortgage Stockholders, together with any and all of their respective former, current, and future parents, Affiliates, subsidiaries, directors, officers, partners, members, employees, shareholders, managers, attorneys, counsel accountants, insurers, heirs, agents, representatives, executors, administrators, predecessors, successors and affiliates fromassigns, and any Affiliate of any of them (ii) agree collectively, the “iMortgage Released Parties”), from and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, appeals and rights of appeal, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leasesdamages, doingsexecutions, omissionsobligations, liabilities, and expenses (including attorneys’ fees and costs) of every kind, nature, and description whatsoever, existing or contingent, ascertained or unascertained, accrued or not accrued, asserted or unasserted, suspected or unsuspected, known or unknown, whether sounding in tort or in contract, in law, equity or mixed, anywhere throughout the world, which the loanDepot Releasing Parties had, have, or may hereafter have, or claim to have, against the iMortgage Released Parties as of the Effective Date. Notwithstanding anything to the contrary herein, no rights to indemnification of the loanDepot Releasing Parties (if any) under the Purchase Agreement are released under this Agreement. (b) In consideration of the complete execution and delivery of this Agreement and other good and valuable consideration, each of the iMortgage Stockholders for themselves and their respective current and former principals, officers, directors, partners, members, employees, shareholders, managers, subsidiaries, Affiliates, representatives, agents, heirs, executors, administrators, predecessors, successors, assigns (collectively, the “iMortgage Releasing Parties”), hereby releases, acquits, and forever discharges each of the LD Entities, together with and any and all of their respective former, current, and future parents, Affiliates, subsidiaries, directors, officers, partners, members, employees, shareholders, managers, attorneys, accountants, insurers, heirs, agents, representatives, executors, administrators, predecessors, successors, and assigns, and any Affiliate of any of them (collectively, the “loanDepot Released Parties”), from and against any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, appeals and rights of appeal, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, damages, executions, obligations, liabilities, and expenses, expenses (including attorneys’ fees and any and all other claims costs) of every kind, nature and description whatsoever (including attorneys' fees and costs)whatsoever, whether existing or contingent, ascertained or unascertained, accrued or not accrued, asserted or unasserted, suspected or unsuspected, known or unknown, either at whether sounding in tort or in contract, in law, in equity, equity or mixed, that either ever anywhere throughout the world, which the iMortgage Releasing Parties had, now has, or can, shallhave, or may have, hereafter have against the other by reason ofloanDepot Released Parties as of the Effective Date. (c) For the avoidance of doubt, on account ofnothing in this Agreement shall release, acquit, or arising out of discharge any matterclaims, cause or thing whatsoever, which has happened, developedrights, or occurred before obligations held by any Party arising from this Agreement after the Effective Date including but not limited to Date. (Ad) Each Party acknowledges and agrees that, except as otherwise provided in this Agreement, the releases in this Agreement shall apply to, release, and include any and all claims, asserted demands, actions and causes of action any of them may have against the other, regardless of whether such claims are known, unknown or unassertedhereafter discovered or ascertained, arising from employment with or separation from relating to the CompanyDisputed Matters, and specifically including that the provisions of Section 1542 of the California Civil Code are hereby expressly waived. 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The discovery by any claims under Party, subsequent to the execution of this Agreement, of any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensionfacts not heretofore known to that Party, or tort lawfacts or law upon which such Party relied on in executing this Agreement, statutewere not as that Party believed them to be in executing this Agreement, ordershall not constitute grounds for declaring this Agreement void, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other partyavoidable, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentotherwise unenforceable.

Mutual Releases. Except for rights arising under a. Owner and their agents, principals, attorneys, heirs, executors, administrators, predecessors, successors, assigns and privies (the Agreement“Owner Releasers”), as amended by this Amendmenthereby remise, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one handrelease, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remiseforever discharge Subscriber, and discharge each other, and each all of their respective agents, spousesprincipals, employeespartners, officers, directors, shareholdersemployees, associates, attorneys, counsel and affiliates frominsurers, and (ii) agree and covenant not to instituteheirs, submitexecutors, file or bringadministrators, or permit to be institutedpredecessors, submittedsuccessors, filed or brought on his or its behalf against the other in any courtaffiliated entities, administrative agencyassigns, or other forumprivies, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any spouses and all other claims persons, firms or corporations, which are or might be claimed to be liable (the “Subscriber Released Parties”) by virtue of every kindthe Subscriber Released Parties’ liability for uploading, nature and description whatsoever (including attorneys' fees and costs)downloading or otherwise infringing upon Owner’s copyright of the “Work”, whether known or unknown, either at law, in equity, or mixed, that either ever hadwhich the Owner Releasers, now has, have or can, shall, or may have, ever had against the other by reason ofSubscriber Released Parties for any act or omission occurring up to and including the date of this Agreement. The Owner Releasers recognize and understand that they are releasing the aforementioned liability for any act or omission occurring up to and including the date of this Agreement which relates to the Work, on account ofregardless of whether or not they knew of said act, omission or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any injury relating thereto. b. Subscriber and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective their agents, spousesprincipals, employeespartners, officers, directors, shareholdersemployees, associates, attorneys, counsel insurers, heirs, executors, administrators, predecessors, successors, affiliates entitles, assigns, privies, spouses and affiliatesall other persons, based upon any conduct whatsoeverfirms or corporation, which has happenedare or might be claimed through them (the “Subscriber Releasers”), developedhereby remise, release, and forever discharge Owner and all of their agents, principals, partners, officers, directors, employees, associates, attorneys, insurers, heirs, family members, executors, administrators, predecessors, successors, affiliated entities, assigns, privies, spouses and all other persons, firms or occurred before corporations, which are or might be claimed to be liable (the Effective Date“Owner Released Parties”) by virtue of the owner Released Parties’ liability, for any and all actions relating to Owner’s conduct in instituting the lawsuit first referenced above in which the Subscriber Releasers, now have or ever had against the Owner Released Parties. It is expressly agreed The Subscriber Releasers recognize and understood understand that they are releasing the releases contained here are GENERAL RELEASES. In aforementioned liability for any act or omission occurring from the event that any party institutes any action hereby released or beginning of time up to which he or it has agreed not to xxx, and including the claim shall be dismissed immediately upon presentation date of this AmendmentAgreement, regardless of whether or not they knew of said act, omission or of any injury relating thereto.

Mutual Releases. Except (a) Purchaser and ATRM, for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as benefit of the Effective DateSellers, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, Principal and each of their respective agents, spouses, employees, officers, directors, shareholdersstockholders, agents, affiliates, employees, attorneys, counsel advisors and affiliates fromassigns, past and present, in their capacity as such (each Seller, the Principal, and (ii) agree each such other person or entity, a “Seller Released Person”), hereby forever fully waives, discharges and covenant releases, and covenants not to institutesxx, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against any of the other in any court, administrative agency, or other forum, Seller Released Persons for any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsactions, judgments, liens, debts, contracts, indebtedness, damages, losses, liabilities, rights, debtsinterests and demands of whatsoever kind or character (collectively, dues“Claims”), sums of moneybased on any event, costsfact, lossesact, accountsomission, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)or failure to act by the Seller Released Persons, whether known or unknown, either at lawoccurring or existing prior to the execution of this Agreement, in equity, or mixed, that either ever had, now has, or can, shall, or may have, against relating to the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawPurchase Agreement, including but not limited to claims or suits for intentional interference Claims with contractual relations, breach of respect to (i) a working capital shortfall at the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slanderclosing, (Cii) any indebtedness or alleged indebtedness between Employee and either Companythe collectability of accounts receivable, (Diii) any vacation, leave or other accrualsadditional audit expense incurred, and (Eiv) work that Purchaser has or will perform on behalf of the Sellers and the Principal under excluded contracts retained by the Sellers after the closing, including the contracts related to the Nxxxxx Court Project and the Trinity Project, subject to Section 1(c) above; provided, however, this waiver and release and covenant not to sxx shall not include any other action Claims arising out of or grievance against the other partyrelated to any obligations under, or any breach of, this Agreement. (b) The Sellers and the Principal, for the benefit of its respective agents, spouses, employees, Purchaser and ATRM and each of their officers, directors, shareholdersstockholders, agents, affiliates, employees, attorneys, counsel advisors and affiliatesassigns, past and present, in their capacity as such (Purchaser, ATRM and each such other person or entity, a “Purchaser Released Person”), hereby forever fully waives, discharges and releases, and covenants not to sxx, any of the Purchaser Released Persons for any and all Claims based upon on any conduct whatsoeverevent, which has happenedfact, developedact, omission, or occurred before failure to act by the Effective Date. It is expressly agreed Purchaser Released Persons, whether known or unknown, occurring or existing prior to the execution of this Agreement, relating to the Purchase Agreement and understood that the releases contained here are GENERAL RELEASES. In Original Seller Note, including but not limited to Claims with respect to unpaid principal and accrued and unpaid interest under the event that any party institutes any action hereby released or to which he or it has agreed Original Seller Note; provided, however, this waiver and release and covenant not to xxxsxx shall not include any Claims arising out of or related to any obligations under, or breach of, this Agreement or the claim shall be dismissed immediately upon presentation of this AmendmentNew Seller Note.

Mutual Releases. Except for rights arising under the Agreement1.1 Bull Run, as amended by this AmendmentPrather, after the date hereof Host and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as HCI do hereby release and forever discharge Rawlingx xxx xach of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spousesits subsidiaries, employees, officers, directors, shareholders, attorneys, counsel insurers and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, attorneys from any and all manner of claims, charges, complaints, demands, actions, actions and causes of action, suits, rights, debts, duesjudgments, sums claims and demands whatsoever, in law or in equity (collectively, "Claims"), (a) arising from or related to any acts, omissions or facts existing as of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever the date hereof with respect to the Agreements (including attorneys' fees and costswithout limitation any breach of any such Agreements), whether known or unknown, either at law, in equityand whether or not heretofore asserted, or mixed, any other claims and causes of action that either ever had, now has, have been or can, shall, could have been asserted based upon the Agreements or may have, against that are related to the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before facts at issue in the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accrualsAgreements, and (Eb) any other action or grievance against the other party, or Claims that any of its them may have in their capacity as shareholders of Rawlings, including without limitation, actions for breach of duty, shareholder derivative actions or other similar Claims. 1.2 Rawlings does hereby release and forever discharge Bull Run, Prather, Host, Charles Jarvie and HCI and each of their respective agentssuxxxxxxxies, spousesempxxxxxx, employees, officersxxxxxxrs, directors, shareholders, attorneysinsurers and attorneys from any and all manner of Claims whatsoever, counsel in law or in equity, (a) arising from or related to any acts, omissions or facts existing as of the date hereof with respect to the Agreements (including, without limitation, any breach of any such Agreements), whether known or unknown, and affiliateswhether or not heretofore asserted, or any other claims and causes of action that have been or could have been asserted based upon the Agreements or that are related to the facts at issue in the Agreements, and (b) any conduct whatsoeverClaims that Rawlings may have against any of them in their capacities as directors or shareholders of Rawlings, which has happenedincluding without limitation, developed, actions for breach of duty or occurred before the Effective Date. It is expressly agreed and understood other similar Claims. 1.3 The parties agree that the releases contained here are GENERAL RELEASES. In the event that no provision of this Settlement Agreement shall be construed to release any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation from liability for breach of this AmendmentSettlement Agreement or any of the terms herein or any breach of the Standstill Agreement by Bull Run occurring after the date hereof. The parties further agree that no provision of this Settlement Agreement shall operate as a release of Bull Run for its payment obligations under the Investment Agreement which obligations are modified pursuant to Section 5 of this Settlement Agreement.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employeea. Xxxxxxxx, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, behalf of itself and each of their respective agentsits predecessors, spousessuccessors, employeesassigns, officers, directors, shareholdersemployees, attorneystrustees and Affiliates (as defined below) (collectively, counsel “Cephalon Releasors”) would irrevocably, fully, finally and affiliates fromforever release, relinquish, acquit and discharge Xxxx and each of its predecessors, successors, assigns, officers, directors, employees, trustees, and Affiliates (ii) agree collectively, “Xxxx Releasees”), of and from and against, and covenant not to institutesue, submit, file or bring, or permit not to be instituted, submitted, filed or brought on his or its behalf against the assign to any other in entity a right to sue and not to authorize any court, administrative agency, or other forumentity to sue any Xxxx Releasee for, any and all manner of claims, charges, complaints, demandscounter-claims, actions, causes of action, suits, rightsdefenses, judgments, debts, dues, sums of money, costs, lossesoffsets, accounts, reckoningscovenants, covenantsobligations, duties, contracts, controversies, agreements, promisestorts, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, damages and any and all other claims demands and liabilities of every kindkind and nature whatsoever, nature including losses, costs, expenses, and description whatsoever attorneys’ fees (including attorneys' fees collectively, “Losses”) of every kind and costs)nature, whether both at law and in equity, known or unknown, either at lawsuspected or unsuspected, in equityforseen or unforeseen, accrued or mixedunaccrued, that either ever hadexisted as of the date of this Release which arise out of, now hasrelate to or concern, and which could have been, are or can, shall, or may have, were asserted against the Xxxx Releasees in the Litigation. Notwithstanding this Release, nothing herein shall preclude any Cephalon Releasor from asserting the validity, enforceability, and/or infringement of the Patents in Suit in any future litigation concerning a product other by reason ofthan the Xxxx Products, as contemplated in Sections 4(a) and 4(f) above, and such claim or argument is hereby reserved. This Release would not prevent or impair the right of Cephalon to bring a proceeding in court or any other forum for a breach of this Term Sheet and/or any resulting Agreement or any representation, warranty or covenant herein. x. Xxxx, on account of, or arising out behalf of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any itself and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any each of its respective agentspredecessors, spousessuccessors, employeesassigns, officers, directors, shareholdersemployees, attorneystrustees, counsel and affiliatesAffiliates (collectively, based upon “Xxxx Releasors”) would irrevocably, fully, finally and forever release, relinquish, acquit and discharge Cephalon and each of its predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates (collectively, “Cephalon Releasees”) of and from and against, and covenant not to sue, not to assign to any conduct whatsoeverother entity a right to sue and not to authorize any other entity to sue any Cephalon Releasee for, any and all Losses (as defined above) of every kind ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. and nature, both at law and in equity, known or unknown, suspected or unsuspected, forseen or unforeseen, accrued or unaccrued, that existed as of the date of this Release which arise out of, relate to or concern and, which has happenedcould have been, developedare or were asserted against the Cephalon Releasees in the Litigation. Notwithstanding this Release, nothing herein shall preclude any Xxxx Releasor from challenging the validity, enforceability, and/or infringement of the Patents in Suit under the circumstances specified in Section 4(f), and such claim or occurred before argument is hereby reserved. This Release shall not prevent or impair the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that right of Xxxx to bring a proceeding in court or any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation other forum for a breach of this AmendmentTerm Sheet and/or the Agreement or any representation, warranty or covenant herein. c. The Parties agree that within five (5) days of the effective date of the Agreement, they shall jointly file an order of dismissal with prejudice, in a mutually acceptable form, with the Court. The Releases set forth in Sections 7(a) and 7(b) would be effective as of the effective date of such dismissal.

Mutual Releases. (a) Except for rights with regard to the obligations of Aurora hereunder and as to any claims arising under the Agreementas a result of a breach of Aurora’s obligations hereunder, as amended by this AmendmentCreditor individually and on behalf of its successors and assigns, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, does hereby fully, forever, irrevocably and unconditionally (i) fully release, remise, remise and forever discharge each other, Aurora and each of their its respective agents, spouses, employees, officers, directors, shareholders, employees, subsidiaries, attorneys, counsel representatives and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, agents from any and all manner of claimsdebts, chargesobligations, complaintsliabilities, demandsaccountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actionactions, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissionsjudgments, damages, executionsclaims, obligationsdemands, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known in law or unknown, either at law, in equity, or mixed, that either which Creditor ever had, now has, or hereafter can, shall, shall or may havehave against them for, against the other upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happenedfrom the beginning of the world to the date hereof. (b) Except with regard to the obligations of Creditor hereunder, developedand as to any claims arising as a result of a breach of Creditor’s obligations hereunder, or occurred before the Effective Date including but not limited to (A) Aurora does hereby fully release, remise and forever discharge Creditor and its attorneys, representatives and agents from any and all debts, obligations, liabilities, accountings, promises, covenants, agreements, contracts, controversies, suits, actions, causes of actions, judgments, damages, claims, asserted demands, in law or unassertedin equity, arising from employment with which Aurora ever had, now have, or separation hereafter can, shall or may have against them for, upon or by reason of any matter, cause or thing whatsoever, from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach beginning of the implied covenant of good faith and fair dealingworld to the date hereof. (c) The releases set forth in this Agreement are intended by the parties to release all claims, breach of contractwhether known, wrongful terminationunknown, negligent supervisionforeseen, negligenceunforeseen, intentional and negligent infliction of emotional distresspatent or latent, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance which one party may have against the other partyas of the date of this Agreement. Each party understands and acknowledges the significance and consequence of such specific intention to release all claims. (d) Anything herein to the contrary notwithstanding, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before should Aurora fail to make the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxxSettlement Payment, the claim release of Aurora given by Creditor shall be dismissed immediately upon presentation null and void and of this Amendmentno force and effect. (a) The Creditor represents and warrants that is not a “U.S. Person” as defined in Regulation S of the Securities Act of 1933 (“Regulation S”).

Mutual Releases. Except (X) Xxxxxx for any rights arising under the and obligations created by this Agreement, as amended by this AmendmentBrown Simpson hereby fully and forever releases and discharges the Comxxxx, after the date hereof xxx xxxh of its present and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, former officers, directors, shareholders, predecessors, successors, agents, representatives, employees, heirs, assigns and attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of claims, charges, complaints, demands, actions, claims or causes of action, suits, rights, debts, dues, sums action of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)arising under federal or state law, whether known or unknownnot known, either at lawsuspected or claimed, in equity, or mixed, that either which Brown Simpson ever had, now has, or can, shall, hereafter may have or may have, against claim to havx xxxaxxxx xx (i) the Global Beverage Issuance or (ii) any other sale or issuance of equity or debt securities by reason of, on account of, or arising out of any matter, cause or thing whatsoever, the Company which has happened, developed, been reported by the Company in its SEC Documents (as defined in the Securities Purchase Agreement) to the extent that any such claim or occurred before cause of action relates to any anti-dilution provision set forth in the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, Transaction Documents. (B) those arising under common lawExcept for any rights and obligations created by this Agreement, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith Company hereby fully and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional forever releases and negligent infliction of emotional distress, defamation, false imprisonment, libel, discharges Brown Simpson and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any each of its respective agents, spouses, employees, present and former officers, directors, shareholdersxxxxxhxxxxxx, partners, members, managers, predecessors, successors, agents, representatives, employees, heirs, assigns and attorneys, counsel from any and affiliatesall claims or causes of action of any kind, based upon any conduct whatsoeverarising under federal or state law, whether or not known, suspected or claimed, which has happenedthe Company ever had, developednow has, or occurred before hereafter may have or claim to have, which relate to any act or omission of Brown Simpson in connection with the Effective DateGlobal Beverage Issuance. (X) Xx xx has not already done so, Brown Simpson shall, as promptly as practicable after the date hereof, xxxxixx xxxx prejudice, Case No. It is expressly agreed and understood that 60094202 filed against the releases contained here are GENERAL RELEASES. In Company at the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, Supreme Court of the claim shall be dismissed immediately upon presentation State of this AmendmentNew York.

Mutual Releases. Except Seller, for rights arising under the Agreementmembers of Seller and Seller’s Affiliates, as amended by this Amendmentheirs, after the date hereof personal representatives, successors and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, Employee, assigns on the one hand, and the Company Company, for itself and Buyer and their Affiliates, agents, successors and assigns on the other handhand (collectively, the “Releasors”), hereby fully, forever, forever fully and irrevocably releases and unconditionally (i) release, remise, and discharge discharges each other, other and each of others’ Subsidiaries, parent and their respective agentssuccessors, spousesdirectors, officers, employees, officers, directors, shareholders, attorneys, counsel and affiliates fromagents, and representatives (iicollectively, the “Released Parties”) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, from any and all manner of actions, suits, claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, bonds, bills, covenants, contractsContracts, controversies, agreements, promises, leasesjudgments, doingsLiabilities or obligations of any kind whatsoever in Law or equity and causes of action of every kind and nature, omissionsor otherwise (including, claims for damages, executionscosts, obligations, liabilities, and expenses, and any attorneys’, brokers’ and all other claims of every kind, nature and description whatsoever (including attorneys' accountants’ fees and costs)expenses) which the Releasors can, shall or may have against the Released Parties based on actions or omissions occurring, or facts or circumstances arising, before the Closing Date, whether known or unknown, either at lawsuspected or unsuspected, in equity, or mixed, unanticipated as well as anticipated and that either ever had, now has, or can, shall, exist or may havehereafter accrue based on matters now unknown as well as known (collectively, against the other by reason of“Released Claims”), on account of, or provided that Released Claims shall not include claims arising out of the breach or alleged breach of this Agreement or any matterother Transaction Documents or claims resulting from the fraud of any of the Released Parties. The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, cause or thing whatsoever, which has happened, developedaction, or occurred proceeding of any kind, in any court or before the Effective Date including but not limited to (A) any and all claimstribunal, asserted or unasserted, arising from employment with or separation from the Company, and specifically including against any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, Released Party based upon any conduct whatsoeverReleased Claim. This release shall be effective as of the consummation of the Closing. The Releasors hereby expressly waive the protection of Section 1542 of the Civil Code of the State of California, which has happenedstates: 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, developed, or occurred before which if known by him must have materially affected the Effective Date. It is expressly agreed and understood that settlement with the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendmentdebtor.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as (a) Each of the Effective DateCBS Parties, Employeehereby releases and forever discharges from all liability (i) NAI/Redstone Parties, on (ii) the one handOfficer and Director Parties and (iii) the Additional CBS Officers, from any and all Claims (as defined below) arising out of or relating to the NAI Entities’ investment in CBS, including actions taken by directors and officers in connection therewith and conduct alleged or asserted in, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bringClaims asserted in, or permit to be institutedthat could have been asserted in, submittedthe Litigation (for the avoidance of doubt, filed or brought on his or its behalf against other than any Specified Matters, the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs“Released Claims”), whether known or unknown, either at law, in equity, or mixed, that either which such CBS Party ever had, now has, has or hereafter can, shall, shall or may have, against the other for, upon or by reason of, on account of, or arising out of any matter, cause or thing whatsoeverwhatsoever from the beginning of the world to the date of this Settlement. (b) Each of the NAI/Redstone Parties hereby releases and forever discharges from all liability (i) the CBS Parties, which has happened, developed, or occurred before (ii) the Effective Date including but not limited to Officer and Director Parties and (Aiii) the Additional CBS Officers from any and all claimsReleased Claims which such NAI/Redstone Party ever had, asserted now has or unassertedhereafter can, arising from employment with shall or separation may have, for, upon or by reason of any matter, cause or thing whatsoever from the Companybeginning of the world to the date of this Settlement. (c) Each of the Officer and Director Parties hereby releases and forever discharges from all liability (i) the NAI/Redstone Parties and (ii) the CBS Parties from any and all Released Claims which such Officer and Director Party ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Settlement. (d) Nothing in this Settlement shall affect (i) the rights of any CBS Party, NAI/Redstone Party or Officer and specifically including any claims Director Party to coverage under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, preexisting insurance policies maintained by CBS or any of its respective agentsaffiliates or under any preexisting indemnity rights, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, obligations or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event arrangements that any party institutes such person or entity may have with CBS (including for the avoidance of doubt pursuant to the Charter or the Bylaws) or any action hereby released of its affiliates or to which he or it has agreed not to xxx(ii) except as expressly set forth in this Settlement, the claim shall be dismissed immediately upon presentation rights of this Amendmentany CBS Party, NAI/Redstone Party or Officer and Director Party who owns shares of capital stock of CBS, of record or beneficially, in connection with the ownership of such shares under the Delaware General Corporation Law, the Charter or the Bylaws.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, (a) Effective as of the Effective DateClosing, EmployeeSeller and Parent, each on the one handits behalf and on behalf of each of its respective subsidiaries, and hereby releases each of the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and Entities from all manner of claims, charges, complaints, claims, suits, judgments, demands, actions, obligations, damages, causes of action, suits, rights, debts, dues, sums of money, costs, lossesloans, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, debts and expenses, and any and all other claims of every kind, nature and description whatsoever expenses (including attorneys' ’ fees and costscosts actually incurred), whether known compensation or unknowndeferred compensation of any nature whatsoever, either at lawknown, in equityunknown or presently unknowable, contingent or mixed, absolute that either releasing Persons ever had, now has, or hereafter can, shallshall or may have against the Company Entities that arise based on Seller’s and its subsidiaries’ capacity as the owner of the Shares prior to the Closing, in each case except for (i) any rights of the parties under this Agreement or any other agreements entered into in connection herewith or the transactions contemplated hereby or after the Closing Date, or may have, against under any commercial Contracts on arms’-length terms entered into prior to the other by reason of, date of this Agreement but only if such Contracts are set forth on account ofSection 4.20 of the Disclosure Schedule, or arising out (ii) any claim that cannot be released or waived as a matter of law or any right to enforce this release. (b) Effective as of the Closing, the Company Entities hereby release Parent and Seller, and each of their respective subsidiaries, from all charges, complaints, claims, suits, judgments, demands, actions, obligations, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), compensation or deferred compensation of any matter, cause or thing nature whatsoever, which has happenedknown, developedunknown or presently unknowable, contingent or absolute that such Company Entity ever had, now has, or occurred before the Effective Date including but not limited to hereafter can, shall or may have against Parent, Seller or their respective subsidiaries, in each case except for (Ai) any and all claimsrights of the parties under this Agreement or any other agreements entered into in connection herewith or the transactions contemplated hereby or after the Closing Date, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pensioncommercial Contracts on arms’-length terms entered into prior to the date of this Agreement but only if such Contracts are set forth on Section 4.20 of the Disclosure Schedule, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (Cii) any indebtedness claim that cannot be released or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, waived as a matter of law or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood right to enforce this release. (c) Each party to this Agreement acknowledges that the releases contained here are GENERAL RELEASES. In in this Section 11.16 include claims that such Person does not know or suspect to exist in its favor at the event time of the giving of the foregoing releases that, if known by it, might affect its decision regarding the releases set forth herein, and that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the foregoing releases, and that any party institutes any action hereby released or to which he or it has agreed such discovery shall not to xxx, affect the claim shall be dismissed immediately upon presentation of this Amendmentforegoing releases.

Mutual Releases. Except A. Luxor, for rights arising under the Agreementitself, as amended by this Amendmentits predecessors, after the date hereof and any rights Employee or the Company has under any optionssuccessors, restrictive stock units or warrants to purchase the Company’s common stock held by EmployeeAffiliates, as of the Effective Dateparents, Employee, on the one handsubsidiaries, and the Company on the other handassigns (“Luxor Releasors”), hereby fullywaives, forever, irrevocably and unconditionally (i) release, remisereleases, and discharge each other, forever discharges AAMC and its Affiliates and each of their respective agentspast, spousespresent, employees, and future officers, directors, partners, members, shareholders, attorneysemployees, counsel and affiliates fromlawyers, agents, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, servants from any and all manner of claims, charges, complaintsobligations, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, and liabilities, of whatsoever kind and expensesnature, character and any and all description, whether in law or equity, whether sounding in tort, contract, or under other claims of every kind, nature and description whatsoever (including attorneys' fees and costs)Applicable Law, whether known or unknown, either at lawand whether anticipated or unanticipated, in equity, or mixed, that either which Luxor Releasors ever had, now has, or can, shallhave, or may ever have, against the other by reason arising from any event, transaction, matter, circumstance, or fact in any way arising out of, on account arising as a result of, or arising out of any matterrelated to, cause or thing whatsoeverwith respect to, which has happened, developedin connection with, or occurred before based in whole or in part on the Effective Date including but SPA, the Certificate, the Preferred Shares, and any facts or allegations alleged in or that could have been alleged in the New York Litigation or the Virgin Islands Litigation; provided, however that Luxor does not limited to hereby waive, release, or discharge AAMC from any of its obligations under this Settlement Agreement. X. Xxxxxxx, for himself, his predecessors, successors, Affiliates and assigns (A) “Redleaf Releasors”), hereby waives, releases, and forever discharges AAMC and its Affiliates and each of their respective past, present, and future officers, directors, partners, members, shareholders, employees, lawyers, agents, and servants from any and all claims, asserted obligations, demands, actions, causes of action, and liabilities, of whatsoever kind and nature, character and description, whether in law or unassertedequity, whether sounding in tort, contract, or under other Applicable Law, whether known or unknown, and whether anticipated or unanticipated, which Redleaf Releasors ever had, now have, or may ever have, arising from employment any event, transaction, matter, circumstance, or fact in any way arising out of, arising as a result of, related to, with respect to, in connection with, or based in whole or in part on the SPA, the Certificate, the Preferred Shares, and any facts or allegations alleged in or that could have been alleged in the New York Litigation or C. AAMC, for itself, its predecessors, successors, Affiliates, parents, subsidiaries and assigns (“AAMC Releasors”), hereby waives, releases and forever discharges Luxor and its Affiliates and each of their respective past, present and future officers, directors, partners, members, shareholders, employees, lawyers, agents, and servants from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or under other Applicable Law, whether known or unknown, and whether anticipated or unanticipated, which AAMC Releasors ever had, now have or may ever have, arising from any event, transaction, matter, circumstance or fact in any way arising out of, arising as a result of, related to, with respect to or in connection with or separation from based in whole or in part on any business or investment relationship of any kind between the CompanyAAMC Releasors and Luxor, its predecessors, successors, Affiliates, parents, subsidiaries and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common lawassigns, including but not limited to claims or suits for intentional interference with contractual relations, breach the transactions and occurrences subject of the implied covenant of good faith and fair dealingSPA, breach of contractthe Certificate, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libelthe Preferred Shares, and slanderany facts or allegations alleged in or that could have been alleged in the New York Litigation or the Virgin Islands Litigation; provided, (C) any indebtedness however, that AAMC does not hereby waive, release or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or discharge Luxor from any of its obligations under this Settlement Agreement. D. AAMC Releasors hereby waive, release, and forever discharge Redleaf and his Affiliates and each of their respective agentspast, spouses, employees, present and future officers, directors, partners, members, shareholders, attorneysemployees, counsel lawyers, agents, and affiliatesservants from any and all claims, based upon any conduct whatsoeverobligations, demands, actions, causes of action, and liabilities, of whatsoever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract, or under other Applicable Law, whether known or unknown, and whether anticipated or unanticipated, which has happenedAAMC Releasors ever had, developednow have, or occurred before may ever have, arising from any event, transaction, matter, circumstance, or fact in any way arising out of, arising as a result of, related to, with respect to, in connection with, or based in whole or in part on any business or investment relationship of any kind between the Effective DateAAMC Releasors and Redleaf, his predecessors, successors, Affiliates and assigns, including but not limited to the transactions and occurrences subject of the SPA, the Certificate, the Preferred Shares, and any facts or allegations alleged in or that could have been alleged in the New York Litigation or the Virgin Islands Litigation; provided, however, that AAMC does not hereby waive, release, or discharge Redleaf from any of his obligations under this Settlement Agreement. E. The consequences of the foregoing waiver provisions have been explained by each of the Parties’ respective counsel. It is expressly agreed Each of the Parties acknowledge that it may hereafter discover facts different from, or in addition to, those it now knows or believes to be true with respect to the SPA, the Certificate, the Virgin Islands Litigation, and understood the New York Litigation, and agrees that this Settlement Agreement and the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim herein shall be dismissed immediately upon presentation and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. F. The Parties hereby acknowledge and agree that the release provisions of this AmendmentSection 2 above shall not apply, and shall not be deemed to apply, to any third party, except as provided for in Section 2(A) – (D) herein.

Mutual Releases. Except for rights arising under (a) Effective upon the closing of any of the sale or transfer transactions contemplated by this Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, as of the Effective Date, EmployeeRequired Members, on the one handbehalf of themselves , and the Company on the other handall of their predecessors, hereby fullysuccessors and past, forever, irrevocably and unconditionally (i) release, remisepresent, and discharge each otherfuture parent corporations, direct and each of their respective agentsindirect subsidiaries, spousesdivisions, employeesaffiliates, assigns, members, shareholders, directors, officers, directorsagents, legal representatives, insurers, attorneys, and employees forever releases and discharges Manager, MedCath Corporation, MedCath Incorporated and any and all of its predecessors, successors and past, present, and future parent corporations, direct and indirect subsidiaries, divisions, affiliates, including without limitation, MedCath Corporation, and their assigns, members, shareholders, directors, officers, agents, legal representatives, insurers, attorneys, counsel and affiliates employees (the “MedCath Releasees”), of and from, and (ii) agree shall indemnify and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against hold the other in any court, administrative agency, or other forumMedCath Releasees harmless from, any and all manner of claimsevery demand, chargesclaim, complaintsright, demandsaction, actions, causes cause of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissionscontract, damages, executionsor liabilities of whatsoever kind or nature which the Required Members had, obligationsnow have, liabilitiesor in the future may have, whether now known or unknown, unasserted, unforeseen, unanticipated, or latent, whether sounding in contract or tort, or whether based upon any local, state, municipal, or federal statute, ordinance, or law, whether equitable or legal, arising from or under the Operating Agreement, any professional service agreement, right of first refusal agreement, management agreement or loan agreement between the Company and any of the MedCath Releasees or any of the Physician Releasees or otherwise related to the ownership, management and operation of the Hospital, the performance, or their breach; solely excepting, however, the Reserved Claims (defined below) that are not released. (b) Effective upon the closing of any of the sale or transfer transactions contemplated by this Agreement, the Manager, on behalf of itself and the MedCath Releasees, and expensesall of their predecessors, successors and past, present, and future parent corporations, direct and indirect subsidiaries, divisions, affiliates, assigns, members, shareholders, directors, officers, agents, legal representatives, insurers, attorneys, and employees forever releases and discharges the Required Members, and any and all other claims of every kindits predecessors, nature successors and description whatsoever past, present, and future parent corporations, direct and indirect subsidiaries, divisions, affiliates, and their assigns, members, shareholders, directors, officers, agents, legal representatives, insurers, attorneys, and employees (including attorneys' fees and coststhe “Physician Releasees”), of and from, and shall indemnify and hold the Physician Releasees harmless from, any and every demand, claim, right, action, cause of action, contract, damages, or liabilities of whatsoever kind or nature which the Required Members had, now have, or in the future may have, whether now known or unknown, either at unasserted, unforeseen, unanticipated, or latent, whether sounding in contract or tort, or whether based upon any local, state, municipal, or federal statute, ordinance, or law, in equitywhether equitable or legal, arising from or under the Operating Agreement, any professional service agreement, right of first refusal agreement, management agreement or loan agreement between the Company and any of the MedCath Releasees or any of the Physician Releasees or otherwise related to the ownership, management and operation of the Hospital, the performance, or mixedtheir breach; solely excepting, however, the Reserved Claims that either ever hadare not released. (c) Notwithstanding anything herein to the contrary, now has, the parties do not release or can, shall, waive the right to enforce any provision of this Agreement or may have, against any of the other by reason of, on account of, obligations or liabilities arising out of the agreements or instruments executed in connection with the closing of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted or unasserted, arising from employment with or separation from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, sale or transfer transactions contemplated by this Agreement (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this Amendment“Reserved Claims”).

Mutual Releases. Except In consideration of the provisions of this Agreement: a. Xxxxxxxxx, for rights arising under the Agreementhimself and on behalf of his heirs, as amended by this Amendmentrepresentatives, after the date hereof and any rights Employee or the Company has under any optionsassigns (collectively, restrictive stock units or warrants “Releasor”), hereby remises, covenants not to purchase sxx, forever discharges, and absolutely and irrevocably releases, the Company’s common stock held by Employee, as of the Effective Date, Employee, on the one hand, and the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agentsits past and present affiliates, spousessubsidiaries, representatives, employees, officersattorneys, directors, shareholders, attorneys, counsel and affiliates fromofficers, and assigns (ii) agree collectively, the “Releasees”), from any and covenant not to instituteall claims whatsoever of every kind and nature, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forumincluding without limitation, any and all manner of claims, charges, complaintsrights, demands, actionssuits, causes of action, suitslosses, rightsdamages, debts, dues, sums of moneyfees, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilitiesamounts, liabilities and expenses, and any and all other claims of every kind, nature and description whatsoever (including attorneys' fees and costs), whether known or unknown, either at lawsuspected or unsuspected, in equityfixed or contingent, direct or mixed, indirect that either ever had, now Releasor has, or can, shallhad, or may havehave had against Releasees, against from the other by reason ofbeginning of time to the Date of this Agreement. NOTHING IN THIS RELEASE SHALL RELEASE THE RELEASEES FROM THEIR OBLIGATIONS PURSUANT TO THIS AGREEMENT, THE ADDITIONAL SETTLEMENT DOCUMENTS OR THE STIPULATION OF SETTLEMENT. IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER. b. The Company, for itself and on account ofbehalf of each of its past and present affiliates, or arising out subsidiaries, representatives, employees, directors, officers, and assigns (collectively, “Releasor”), hereby remises, covenants not to sxx, forever discharges, and absolutely and irrevocably releases Mxxxxxxxx and his heirs, representatives, and assigns (collectively, the “Releasees”), from any and all claims whatsoever of any matterevery kind and nature, cause or thing whatsoeverincluding without limitation, which has happened, developed, or occurred before the Effective Date including but not limited to (A) any and all claims, asserted rights, demands, suits, causes of action, losses, damages, fees, costs, obligations, amounts, liabilities and expenses, known or unassertedunknown, arising from employment with suspected or separation unsuspected, fixed or contingent, direct or indirect that Releasor has, had, or may have had against Releasees, from the Company, and specifically including any claims under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) beginning of time to the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation Date of this AmendmentAgreement. NOTHING IN THIS RELEASE SHALL RELEASE THE RELEASEES FROM THEIR OBLIGATIONS PURSUANT TO THIS AGREEMENT, THE ADDITIONAL SETTLEMENT DOCUMENTS OR THE STIPULATION OF SETTLEMENT. IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, (a) Effective as of the Effective DateClosing, EmployeeSeller and Parent, each on the one handits behalf and on behalf of each of its respective Retained Subsidiaries, and hereby releases each of the Company on the other hand, hereby fully, forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and Entities from all manner of claims, charges, complaints, claims, suits, judgments, demands, actions, obligations, damages, causes of action, suits, rights, debts, dues, sums of money, costs, lossesloans, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, debts and expenses, and any and all other claims of every kind, nature and description whatsoever expenses (including attorneys' ’ fees and costscosts actually incurred), whether known compensation or unknowndeferred compensation of any nature whatsoever, either at lawknown, in equityunknown or presently unknowable, contingent or mixed, that either absolute which releasing Persons ever had, now has, or hereafter can, shallshall or may have against the Company Entities that arise based on Seller’s capacity as the owner of the Shares prior to the Closing, in each case except for (i) any rights of the parties under this Agreement or any other agreements entered into in connection herewith or the transactions contemplated hereby or after the Closing Date, or may have, against the other by reason of, on account of, or arising out of any matter, cause or thing whatsoever, which has happened, developed, or occurred before the Effective Date including but not limited to (Aii) any and all claimsclaim that cannot be released or waived as a matter of law or any right to enforce this release. (b) Effective as of the Closing, asserted or unasserted, arising from employment with or separation from the Company, on its behalf and specifically including any claims under any federalon behalf of each of the Company Entities, state or local laborhereby releases Seller from all charges, employmentcomplaints, discriminationclaims, human suits, judgments, demands, actions, obligations, damages, causes of action, rights, civil rightscosts, wage/hourloans, pensiondebts and expenses (including attorneys’ fees and costs actually incurred), compensation or deferred compensation of any nature whatsoever, known, unknown or presently unknowable, contingent or absolute which such Company Entity ever had, now has, or tort lawhereafter can, statuteshall or may have against Seller, order, rule, regulation or public policy, including but not limited to, those arising under in each case except for (all as amendedi) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach any rights of the implied covenant of good faith and fair dealingparties under this Agreement or any other agreements entered into in connection herewith or the transactions contemplated hereby or after the Closing Date, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, or (Cii) any indebtedness claim that cannot be released or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, waived as a matter of law or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood right to enforce this release. (c) Each party to this Agreement acknowledges that the releases contained here are GENERAL RELEASES. In in this Section 10.17 include claims that such Person does not know or suspect to exist in its favor at the event time of the giving of the foregoing releases which, if known by it, might affect its decision regarding the releases set forth herein, and that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the foregoing releases, and that any party institutes any action hereby released or to which he or it has agreed such discovery shall not to xxx, affect the claim shall be dismissed immediately upon presentation of this Amendmentforegoing releases.

Mutual Releases. Except for rights arising under the Agreement, as amended by this Amendment, after the date hereof and any rights Employee or the Company has under any options, restrictive stock units or warrants to purchase the Company’s common stock held by Employee, Effective as of the Effective DateClosing (except in --------------- the case of the License Agreement, Employeefor which this Section 3 is effective as of the License End Date (as defined below)), on the one handeach of Viacom, and the Company on the other handand ePresence hereby releases and discharges, hereby fully, absolutely and forever, irrevocably and unconditionally (i) release, remise, and discharge each other, and each of their respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates from, and (ii) agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his or its behalf against the other in any court, administrative agency, or other forum, any and all manner of claims, charges, complaints, demands, actions, causes of action, suitsobligations, rightscovenants, debtsagreements, duesrepresentations, sums of money, costswarranties, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executionsfees, obligations, liabilities, and expenses, judgments and any liabilities of each and all other claims of every kind, nature and description whatsoever kind (including attorneys' fees and costs), whether known or unknown, either at law, in equity, or mixed, that either "Claims") such party has ever had, now has, or canmay hereafter have, shall, directly or may haveindirectly, against the other by reason ofparties, on account ofor any person or entity directly or indirectly controlling, controlled by, or under common control with any such party or any or all of such other party's past and present officers, directors, agents, shareholders, employees, attorneys, representatives, successors, heirs and assigns (each such person or entity being an "Affiliate"), arising out of or relating to the Purchase Agreement, the Advertising Agreement (including, without limitation, any Claims relating to or arising out of the pricing applied by Viacom to the placement of advertising and promotion), the ROFR Agreement, the License Agreement (solely as between the Company and Viacom), the Voting Agreement, the Stockholders' Voting Agreement dated as of June 30, 1999 by and among Viacom, ePresence and the Company, and, as between the Company and Viacom, the Reporting Agreement, and the transactions contemplated by such agreements; provided that such release and discharge shall not include any matterClaims arising under this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, cause effective as of the Closing (except in the case of the License Agreement, for which this Section 3 is effective as of the License End Date), each of Viacom, the Company and ePresence hereby give such release and discharge regardless of whether such Claims or thing whatsoeverthe consequences thereof or the facts on which they are based are known or unknown, which has happenedanticipated or unanticipated, developedabsolute or contingent, and whether or occurred before not such Claims could have been asserted at the Effective Date including but not limited to (A) time of the execution of this Agreement. Nothing in this Agreement is intended or shall be deemed or construed as an admission of liability by any party hereto and each party hereto expressly denies any and all claims, asserted or unasserted, arising from employment with or separation from the Company, liability relating to any and specifically including any claims all Claims to be released and discharged under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under (all as amended) the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, and the Consolidated Omnibus Budget Reconciliation Act of 1985, (B) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, (C) any indebtedness or alleged indebtedness between Employee and either Company, (D) any vacation, leave or other accruals, and (E) any other action or grievance against the other party, or any of its respective agents, spouses, employees, officers, directors, shareholders, attorneys, counsel and affiliates, based upon any conduct whatsoever, which has happened, developed, or occurred before the Effective Date. It is expressly agreed and understood that the releases contained here are GENERAL RELEASES. In the event that any party institutes any action hereby released or to which he or it has agreed not to xxx, the claim shall be dismissed immediately upon presentation of this AmendmentAgreement.