Common use of Release and Covenant Not to Xxx Clause in Contracts

Release and Covenant Not to Xxx. Employee, on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employee.

Release and Covenant Not to Xxx. Employee(a) The Chez Parties, on behalf of Employeethemselves, Employee’s descendantsand each of their respective successors, ancestorsassigns and Affiliates (collectively, dependentsthe “Chez Group Members” and individually a “Chez Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges the Company and its subsidiaries, directors, officers, shareholders, Affiliates, employees, agents, heirs, beneficiaries, executors, administrators, assignssuccessors and assigns (together with the Company, the “Release Group Members” and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as individually a “CORNELL ReleaseesRelease Group Member”) with respect to of and from any and all manner of claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, grievances, liabilities, obligations, debts, costs, expenses, interests, attorneys’ fees, contributionspromises, damages, judgmentsagreements, orders rights, debts and liabilities expenses (including claims for attorneys' fees and costs), of whatever every kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at except as to any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions of or any losson behalf of the Company that would constitute fraud, damage embezzlement or injury whateverwillful misconduct, either in law or in equity, whether contingent, mature, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to the date of this Agreement, and including, without limitation, any claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon arising under any federal, state, local or municipal statute law, common law or local ordinance relating to discrimination statute, whether arising in employmentcontract or in tort, and/or and any claims arising under any other claim arising out laws or regulations of any federalnature whatsoever that any Chez Group Member ever had, statenow has or may have, for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date hereof (collectively, the “Released Claims”). The foregoing release does not apply to any claims arising under the terms of this Agreement. (b) Without limiting the generality of Section 4(a), each Chez Group Member agrees not to (and agrees to use his, hers or its reasonable best efforts to cause the other Chez Group Members not to) commence any action against any Release Group Member on the basis of, or municipal statute that is otherwise inconsistent with, any Released Claim. Each Chez Group Member further agrees that he, she or local law to which CORNELL Releasees may have been subject with regard to Employeeit will not, directly or indirectly, induce, encourage or assist any other Person, or otherwise participate in the commencement, support or maintenance of any action by any other Person against any Release Group Member on the basis of, or that is otherwise inconsistent with, any Released Claim.

Release and Covenant Not to Xxx. EmployeeIn consideration of the benefits received by the Company and each of the Guarantors under this Agreement, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Agreement, the Company and each of the Guarantors, on behalf of Employeeitself and its agents, Employee’s descendantsrepresentatives, ancestorsofficers, dependentsdirectors, advisors, employees, Subsidiaries, Affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each Holder, the Trustee, the legal counsel and the financial advisor, and each of their respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, administrators, assigns, personal or legal representatives and successors, and each attorneys of any of them, hereby covenants not to xxx and fully releaseseach in their capacities as such, acquits(collectively, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as the “CORNELL Releasees”) with respect to ), of and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, suits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, expenses, interests, attorneys’ fees, contributions, damages, judgmentsexpenses and fees whatsoever, orders whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and liabilities whether based on any federal, state, local or foreign law or right of whatever kind action, at law or nature in law, equity or otherwise, whether known foreseen or unknownunforeseen, suspected matured or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverunmatured, known or unknown, suspected accrued or unsuspectednot accrued, resulting from which any of themReleasor now has, committed has ever had or omitted may hereafter have against any Releasee arising contemporaneously with or prior to the date of this Agreement, and including, without limitation, claims for breach Agreement or on account of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federalmatter, statecause, circumstance or event occurring contemporaneously with or prior to the date of this Agreement that relate to, arise out of, or municipal statute otherwise are in connection with any or local law to which CORNELL Releasees may have been subject with regard to Employeeall of the Indenture or transactions contemplated thereby (collectively, the “Released Claims”). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING HEREIN SHALL WAIVE, RELEASE OR DISCHARGE OR BE CONSTRUED OR OTHERWISE BE DEEMED TO WAIVE, RELEASE OR DISCHARGE IN ANY RESPECT ANY CLAIM AGAINST ANY RELEASEE ARISING OUT OF OR IN CONNECTION WITH THE ACTUAL FRAUD OF SUCH RELEASEE. The Company and each of the Guarantors, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns, hereby unconditionally and irrevocably agrees that it will not xxx any Releasee on the basis of any Released Claim.

Release and Covenant Not to Xxx. Employee(a) Each of the Peerless Parties, on behalf in any and all capacities (including as a stockholder, employee, officer, director, consultant or service provider of Employeethe Company or any of its subsidiaries), Employee’s descendantsfor itself and for each of its affiliates, ancestorsstockholders, dependentsdirectors, officers, employees, agents, representatives, successors and assigns, past, present and future (collectively, and including the Peerless Parties, the “Releasing Persons”), hereby agrees and confirms as follows: (i) effective from and after the date of this Agreement, it hereby forever and fully releases and discharges the Company and each of its affiliates, controlling persons, directors, officers, stockholders, employees, agents, representatives, heirs, assigns, executors, administrators, assigns, predecessors and successors, past, present and future, in each of themcase, hereby covenants not to xxx both individually and fully releases, acquitsin their official capacities (collectively, and discharges CORNELLincluding the Company, the “Released Persons”), and its subsidiaries and affiliatesagrees to hold each Released Person harmless from, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all rights, claims, wageswarranties, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of actiondebts, obligations, debtsliabilities, costs, expenses, interests, attorneys’ fees, contributionsexpenses, suits, losses, damages, judgments, orders suits, issues and liabilities causes of whatever action of any kind or nature in lawwhatsoever (collectively, equity or otherwise“Claims”), whether known or unknown, suspected or unsuspected, matured or unmatured, contingent or absolute, hidden or concealed, regarding any matter whatsoever, that such Releasing Person has, could have, or in the future can or might assert in any court, tribunal or proceeding against any Released Person, and whether that have arisen, could have arisen, arise now, or not concealed hereafter arise out of any event, occurrence, or hiddencircumstance taking place on or prior to the date of signing of this Agreement; provided, which Employee has at however, that if a class-action lawsuit arising from events on or before the date of signing of this Agreement were to be filed on behalf of present or former Company stockholders without any time heretofore owned direct or held against said CORNELL Releaseesindirect involvement, includinginstigation, or participation by any Peerless Party, then nothing in this release shall be deemed to prevent any Peerless Party from receiving its proportionate share of any benefit that may accrue to current or former Company stockholders by virtue of such class action lawsuit; and (ii) from and after the date of this Agreement, (A) none of the Peerless Parties or any of their respective affiliates shall, without limitationthe prior consent of the Company, those instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which the Company, or any of its directors or officers, are named as parties with respect to any Claim arising out of any event, occurrence, or circumstance taking place on or prior to the date of signing of this Agreement; provided that the foregoing shall not prevent any Peerless Party or any of their respective Affiliated Persons and other affiliates from responding to a validly issued legal process, and (B) the Peerless Parties agree to give the Company at least five (5) business days notice of the receipt of any legal process requesting information regarding the Company or any of its directors or officers. (b) The Company in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or and all capacities, for itself and for each of its affiliates, stockholders, directors, officers, employees, agents, representatives, successors and assigns, past, present and future (collectively, and including the Company, the “Company Releasing Persons”), hereby agrees and confirms as follows: (i) effective from and after the date of this Agreement, it hereby forever and fully releases and discharges each of the Peerless Parties, and each of their respective affiliates, controlling persons, directors, officers, stockholders, employees, agents, representatives, heirs, assigns, executors, administrators, predecessors and successors, past, present and future, in each case, both individually and in their official capacities (collectively, and including Peerless and Xx. Xxxx, the “Company Released Persons”), and agrees to hold each Company Released Person harmless from, any other transactionsand all Claims, occurrences, acts or omissions or any loss, damage or injury whatever, whether known or unknown, suspected or unsuspected, resulting from matured or unmatured, contingent or absolute, hidden or concealed, regarding any matter whatsoever, that such Company Releasing Person has, could have, or in the future can or might assert in any court, tribunal or proceeding against any Company Released Person, and that have arisen, could have arisen, arise now, or hereafter arise out of themany event, committed occurrence, or omitted circumstance taking place on or prior to the date of signing of this Agreement; and (ii) from and after the date of this Agreement, and including(A) neither the Company nor any of its affiliates shall, without limitationthe prior consent of Peerless, claims for breach of contractinstigate, libelsolicit, slanderassist, wrongful discharge, intentional infliction of emotional harmintervene in, or other tort, discrimination otherwise voluntarily participate in any litigation or harassment based upon any federal, statearbitration in which the Peerless Parties , or municipal statute any of their respective directors or local ordinance relating officers, are named as parties with respect to discrimination in employment, and/or any other claim Claim arising out of any federalevent, stateoccurrence, or municipal statute circumstance taking place on or local law prior to which CORNELL Releasees may have been subject the date of signing of this Agreement; provided that the foregoing shall not prevent the Company or any of its Affiliated Persons and other affiliates from responding to a validly issued legal process, and (B) the Company agrees to give Peerless at least five (5) business days notice of the receipt of any legal process requesting information regarding the Peerless Parties or any of their respective directors or officers. (c) Each of the parties hereby represents that (i) it has had sufficient time to consider this release of claims and to consult with regard an attorney or any other person of its choosing prior to Employeesigning this Agreement, (ii) it is signing this Agreement voluntarily and with a full understanding of its terms and (iii) in signing this Agreement (and the release of claims included herein), it has not relied on any promises or representations, express or implied, that are not set forth expressly in the Agreement.

Release and Covenant Not to Xxx. Employee11.1 Grantor and Purchaser for themselves, on behalf their predecessors, successors, heirs, representatives, officers, directors, employees, agents and assigns, hereby completely and fully remise, release, acquit, and forever discharge each other and each party's past, present, and future officers, directors, shareholders, employees, attorneys, agents, servants, representatives, subsidiaries, parents, related entities, affiliates, partners, predecessors, successors-in-interest, assigns, and all other persons, corporations, and/or other related entities with whom any of Employeethe parties have now or may hereafter be affiliated, Employee’s descendants, ancestors, dependents, and their respective heirs, executors, administrators, successors and assigns, and successors, and each of themthem from any and all past or present claims, hereby covenants demands, obligations, actions, causes of actions, suits, sums of money, rights, damages, costs, losses of services, expenses, profits, or compensation, whatsoever, whether based on a tort, contract, contribution, indemnification, or any other theory of recovery, whether direct or indirect, known or unknown, foreseen or unforeseen, accrued or not to xxx and fully releasesyet accrued, acquitsmatured or unmatured, latent or patent, discovered or undiscovered, and discharges CORNELLthe consequences thereof, and its subsidiaries and affiliateswhether for compensatory, paststatutory, presentpunitive, future and each of themor other damages, as well as its ownerswhich either party now or may purport to have against the other party to this Agreement, trusteesor their employees, agents, directors, officers, agentsrelated entities, servantsand their respective heirs, executors, administrators, successors and assigns, or any of them. 11.2 Grantor agrees to and does hereby covenant not to xxx, or cause to be sued, Purchaser, or any of its subsidiaries, affiliates, parent corporations, owners, officers, directors, members, shareholders, employees, stockholdersagents, representativestrustees, administrators, successors or assigns, and successorson, and each of them (collectively referred to as “CORNELL Releasees”) for and/or in connection with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationsdemands, debts, costs, costs and expenses, interestsof every kind and nature whatsoever, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of law or in any way connected with Employee’s employment relationship with CORNELL equity, direct or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverindirect, known or unknown, suspected foreseen or unsuspectedunforeseen, resulting from accrued or not yet accrued, matured or unmatured, latent or patent, discovered or undiscovered, and the consequences thereof, and whether for compensatory, statutory, punitive, or other damages, which Grantor now has or may purport to have regarding, relating to, and/or in connection with the Property and/or the Lease; provided, however, that Grantor reserves all rights to pursue any and all remedies, causes of action or claims at law or in equity available solely for the enforcement of the terms and conditions of this Agreement. 11.3 Purchaser agrees to and does hereby covenant not to xxx, or cause to be sued, Purchaser, or any of his subsidiaries, affiliates, parent corporations, owners, officers, directors, members, shareholders, employees, agents, trustees, administrators, successors or assigns, on, for and/or in connection with any and all claims, actions, causes of action, demands, costs and expenses, of every kind and nature whatsoever, in law or in equity, direct or indirect, known or unknown, foreseen or unforeseen, accrued or not yet accrued, matured or unmatured, latent or patent, discovered or undiscovered, and the consequences thereof, and whether for compensatory, statutory, punitive, or other damages, which Purchaser now has or may purport to have regarding, relating to, and/or in connection with the Property and/or the Lease; provided, however, that Purchaser reserves all rights to pursue any and all remedies, causes of action or claims at law or in equity available solely for the enforcement of the terms and conditions of this Agreement. 11.4 Grantor further agrees to and does hereby covenant to indemnify and hold Purchaser, its subsidiaries, affiliates, parent corporations, owners, officers, directors, members, shareholders, employees, agents, trustees, administrators, successors and assigns (individually and collectively), and any and/or all of them, committed or omitted prior to the date of this Agreementharmless from any damages, costs, attorneys' fees, and including, without limitation, claims for breach any other expense based on any claim or cause of contract, libel, slander, wrongful discharge, intentional infliction of emotional harmaction herein released, or if any other tortsuit, discrimination claim demand, charge, administrative proceeding, arbitration or harassment based upon other alternative dispute resolution mechanism of any federal, statekind asserting any matter herein released is initiated by Grantor, or municipal statute any person on Grantor's behalf or local ordinance relating to discrimination for its direct or indirect benefit, against any of the parties released herein. 11.5 The releases and covenants contained in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeethis paragraph shall survive Closing.

Release and Covenant Not to Xxx. Employee(a) For and in consideration of the agreement by WisdomTree to provide Executive with the sums and benefits set forth in Paragraph 4, above, and for other good and valuable consideration, Executive, on behalf of EmployeeExecutive and Executive’s heirs, Employee’s descendants, ancestors, dependents, heirsrepresentatives, executors, administrators, assignssuccessors, assigns and attorneys, hereby releases and discharges WisdomTree, WTI, WT Subs and WT Advised Issuers, and successorsall of their respective subsidiaries, divisions and affiliated or related companies (collectively, the “Primary Releasees”), and each all of them, hereby covenants not to xxx the respective current and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, former directors, officers, agents, servants, employees, stockholders, representativessuccessors, assigns, agents, representatives and successorsemployees of each, and each of them their members, trustees and attorneys (collectively referred to as collectively, the “CORNELL Secondary Releasees,” and, together with the Primary Releasees, the “Releasees”), of and from (i) with respect to any and all claims Executive ever had, now has, or may have in the future against one or more of the Primary Releasees regarding any cause, matter or thing arising on or before the Effective Date, and (ii) of and from any and all claimsclaims Executive ever had, wagesnow has or may have in the future against one or more of the Secondary Releasees regarding any cause, demandsmatter or thing arising on or before the Effective Date (but, assistancewith respect to this clause (ii), supportonly to the extent that the cause, rights, liens, agreements, contracts, covenants, actions, suits, rights matter or thing relates to appeal, entitlements and notices, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL ReleaseesExecutive’s employment by WisdomTree), including, without limitation, all claims regarding Executive’s employment by and/or the termination of Executive’s employment with WisdomTree, any claim for equitable relief or recovery of monies or damages, claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, any tort, any claim for wages, any claim for breach of a fair employment practice law, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Older Workers Benefit Protection Act, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act, the New York State Human Rights Law, the New York City Humans Rights Law, the New York Labor Law, workers compensation laws and any violation of any other local, state or federal law, ordinance or regulation, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. It is the understanding and agreement of the parties that the release provided by this Paragraph 6(a) shall be a general release in all respects, except as to the limited release of the Secondary Releases as provided in subparagraph 6(a)(ii), above. Notwithstanding the foregoing, the aforesaid release does not extend to: (a) those rights and claims that cannot be waived as a matter of law; (b) Executive’s rights under this Agreement, including his right to claim entitlement to the payments and other benefits as set forth in this Agreement; or (c) Executive’s right to indemnification protections as an officer of WTI and/or any of the Releasees as arising under contract, statute, regulation, certificates of incorporation or comparable documents of formation, or by-laws or comparable documents of organization. (b) Executive specifically releases all claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), relating to Executive’s employment by WisdomTree and its termination. (c) Pursuant to and as a part of Executive’s complete, total release and discharge of the Primary Releasees as set forth above, and as part of Executive’s limited release and discharge of the Secondary Releasees as set forth above, Executive expressly agrees, to the fullest extent permitted by law, not to xxx, file a charge, claim, complaint, grievance or demand for arbitration in any forum, or (except as set forth in this Paragraph 6 and in Paragraph 9 below or as necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA) assist or otherwise participate willingly or voluntarily in any claim, arbitration, suit, action, charge, complaint, investigation or other proceeding of any kind which relates to (i) any cause, matter or thing that involves the Primary Releasees and that occurred on or before the Effective Date and (ii) any cause, matter or thing that involves the Secondary Releasees and relates to Executive’s employment by WisdomTree and that occurred on or before the Effective Date. Executive represents that Executive has not filed or initiated any such proceedings against any of the Releasees as of the Effective Date. Nothing in this Agreement shall be interpreted or applied to prohibit Executive from making any good faith report to any governmental agency or other governmental entity concerning any acts or omissions that Executive may believe constitute a possible violation of federal or state law or making other disclosures that are protected under the whistleblower provisions of applicable federal or state law or regulation. Nothing in this Agreement shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or a comparable state or local agency. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement, the Employment Letter or the Relocation Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Notwithstanding the foregoing, Executive agrees to waive Executive’s right to recover monetary damages in any charge, complaint, or lawsuit filed by Executive or by anyone else on Executive’s behalf with the EEOC or a comparable state or local agency. For the avoidance of doubt, this Agreement does not limit Executive’s right to receive an award for information provided to any government agency or entity other than the EEOC or a comparable state or local agency. Except as otherwise provided in this Paragraph 6, Executive will not voluntarily participate in any judicial proceeding of any nature or description against any of the Releasees that in any way involves a claim that is released by Executive in this Agreement. By way of clarification, nothing in the foregoing release (or in any other provision of this Agreement) shall prohibit, limit or restrict Executive from asserting a claim arising under the PSA. (d) Executive acknowledges that he fully understands and agrees that the foregoing release shall operate as a complete defense to any claim or entitlement which hereafter may be asserted by Executive against any and all of the Releasees for or on account of any matter or thing whatsoever arising out of or in any way connected with Employeebased upon the circumstances, facts and events relating to Executive’s employment relationship by and separation from employment with CORNELL WisdomTree, or Employee’s termination or to any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from claim made by Executive against any of themthe Releasees arising from such circumstances, committed or omitted prior facts and events. (i) Executive is specifically agreeing to the date terms of the release set forth above because WisdomTree has agreed to pay Executive money and to provide other benefits to which Executive was not otherwise entitled under WisdomTree’s policies or the law and has provided such other good and valuable consideration as specified herein. WisdomTree has agreed to provide this Agreementconsideration because of Executive’s agreement to accept it in full settlement of all possible claims Executive might have or ever had against the Primary Releasees (and all claims against the Secondary Releasees that Executive has released as provided above), and including, without limitation, claims for breach because of contract, libel, slander, wrongful discharge, intentional infliction Executive’s execution of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeethe Agreement.

Release and Covenant Not to Xxx. Employee(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administratorsitself and its successors, assigns, and successorsother legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges each of Agent and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELLLender, and its subsidiaries successors and assigns, and its present and former shareholders, affiliates, pastsubsidiaries, presentdivisions, future and each of them, as well as its owners, trusteespredecessors, directors, officers, agents, servantsattorneys, employees, stockholders, representatives, assigns, agents and successors, other representatives (each of Agent and each of them (collectively Lender and all such other Persons being hereinafter referred to collectively as “CORNELL the "Releasees”) with respect to " and individually as a "Releasee"), of and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debtscovenants, costscontracts, expenses10 controversies, interestsagreements, attorneys’ feespromises, contributionssums of money, damagesaccounts, judgmentsbills, orders reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, every name and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatevernature, known or unknown, suspected or unsuspected, resulting from both at law and in equity, which Borrower or any of themits successors, committed assigns, or omitted other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, and including, without limitation, claims for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of contractthe provisions of such release. (c) Borrower agrees that no fact, libelevent, slandercircumstance, wrongful dischargeevidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, intentional infliction absolute and unconditional nature of emotional harmthe release set forth above. (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to Section 10(a) above. If Borrower or any of its successors, assigns or other tortlegal representations violates the foregoing covenant, discrimination or harassment based upon Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any federalReleasee may sustain as a result of such violation, state, or municipal statute or local ordinance relating to discrimination in employment, and/or all attorneys' fees and costs incurred by any other claim arising out Releasee as a result of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeesuch violation.

Release and Covenant Not to Xxx. EmployeeAs a material inducement to the Company to enter into this Agreement, on behalf of EmployeeEmployee hereby irrevocably and unconditionally releases, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, acquits and successors, forever discharges and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future the Company and each of them, as well as its the Company's owners, trusteesstockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (and agents, servantsdirectors, officers, employees, stockholdersrepresentatives and attorneys of such divisions, representativessubsidiaries and affiliates) and all persons acting by, assignsthrough, and successors, and each under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and "Releases"), or any of them, from any and all charges, complaints, claims, wagesliabilities, demandsobligations, assistance, support, rights, lienspromises, agreements, contractscontroversies, covenantsdamages, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debtsrights, demands, costs, expenseslosses, interestsdebts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected unknown ("Claim" or unsuspected, and whether or not concealed or hidden"Claims"), which Employee has now has, owns, or holds or which Employee at any time heretofore previously had, owned or held against said CORNELL Releaseeseach of the Releases, including, without limitationbut not limited to, those arising out (a) all Claims of Age Discrimination under the Age Discrimination in Employment Act of 1967 or in any way connected with Employee’s similar state statute; (b) all Claims under the Employee Retirement Income Security Act of 1974; (c) all employment relationship with CORNELL or Employee’s termination discrimination Claims under the statutes of the State of New Jersey or any other transactionsstate; (d) all Claims of unlawful discrimination based on age, occurrencessex, acts or omissions race, religion, national origin, handicap, disability, equal pay or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any other basis; (e) all Claims of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, retaliation, breach of any implied or express employment contract, negligent or intentional infliction of emotional harmdistress, libel, defamation, breach of privacy, fraud, and breach of any implied covenant of good faith and fair dealing; and (f) all Claims related to Employee's employment with the Company, including but not limited to all Claims related to unpaid Separation Agreement And General Release/J. Xxxxxxx Xxxxxx Initials: PAGE2 wages, salary, overtime compensation, bonuses, commissions, severance pay, supplemental unemployment benefit pay, vacation pay, or other tort, discrimination compensation or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim benefits arising out of Employee's employment with the Company. Employee covenants and agrees not to bring any judicial action or action under the Conduent Dispute Resolution Plan (the "Plan") against any of the Releases with respect to any such Claim or Claims and warrants that no such Claim or Claims have been filed. For the avoidance of doubt, the preceding two sentences shall be inapplicable to any claim for indemnification (including advancement of expenses) related to his service as an officer or director of the Company, arising at law or equity or the governing instruments (e.g., Articles of Incorporation or Bylaws) of the Company or arising under any policy of insurance maintained by the Company for the benefit of its directors and officers under which Employee is or may be an insured. By signing this Agreement, however, Employee is not waiving any rights or claims arising after the date on which reporting possible violations of a federal or state law or regulation to any governmental agency or entity, or participating in any proceedings or investigations with the federal, state, or municipal statute state or local law government agency or entity responsible for enforcing such laws. Employee is not required to which CORNELL Releasees may have been subject with regard to Employeenotify the Company that he has made such reports or disclosures.

Release and Covenant Not to Xxx. EmployeeBorrower, each Original Indemnitor, Assignor and Assignee, on behalf of Employee, Employee’s descendants, ancestors, dependents, themselves and their heirs, executors, administrators, successors and assigns, hereby release and successorsforever discharge Lender, and Original Lender, each of themtheir predecessors in interest and their successors and assigns, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteestogether with any officers, directors, officers, agents, servantspartners, employees, stockholdersinvestors, representativescertificate holders and agents (including, assignswithout limitation, and successors, and servicers of the loan) of each of them the foregoing (collectively referred to as collectively, “CORNELL ReleaseesLender Parties”) with respect to and ), from any and all claimsdebts, wagesaccountings, demandsbonds, assistancewarranties, supportrepresentations, rightscovenants, lienspromises, contracts, controversies, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributionsclaims, damages, judgments, orders and liabilities executions, actions, inactions, liabilities, demands or causes of whatever kind action of any nature, at law or nature in lawequity, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hiddenunknown (the “Claims”), which Employee has at Borrower, such Original Indemnitor, Assignor or Assignee now have by reason of any time heretofore owned cause, matter or held against said CORNELL Releasees, thing through and including the date hereof including, without limitation, those matters arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to relating to: (a) the date of this Agreement, and Loan including, without limitation, claims for breach its funding, administration and servicing; (b) the Loan Documents; (c) the Property; (d) any reserve or escrow balances held by Lender or any servicers of contractthe Loan, libelbut only to the extent the same has been held, slanderused or applied by Lender in accordance with the terms of the Loan Documents, wrongful dischargeas modified hereby; (e) the Transfer or Substitution (collectively, intentional infliction the “Released Claims”); and (f) any other disclosed agreement or transaction between Borrower, any Original Indemnitor, Assignor or Assignee and Lender Parties relating to the Loan. Borrower, each Original Indemnitor, Assignor and Assignee, on behalf of emotional harmthemselves and their heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other tort, discrimination form of action or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out proceeding of any federalkind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the Released Claims; provided, statehowever, that nothing contained herein shall be deemed or municipal statute construed to prevent or local law otherwise restrict any Original Indemnitor from raising as a defense against any Claims made by any Lender Parties the release of such Original Indemnitor made by Lender pursuant to which CORNELL Releasees may have been subject with regard to EmployeeSection 7 hereof.

Release and Covenant Not to Xxx. Employee(a) In consideration of the promises made by the Company in this Agreement, Executive agrees that he, on behalf of Employeehimself and any past, Employee’s descendants, ancestors, dependents, present or future heirs, executors, administrators, or assigns, hereby irrevocably and successors, unconditionally releases and holds harmless the Company and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteesthe Company’s agents, directors, officers, agentspartners, servantsmembers, employees, stockholders, representatives, attorneys and affiliated companies, divisions, subsidiaries and parents (and agents, directors, officers, partners, members, employees, representatives and attorneys of such affiliates), and its and their predecessors, successors, heirs, executors, administrators and assigns, and successorsall persons acting by, and each through, under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and ), or any of them, from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debts, costscharges, expensescomplaints, interestspromises, attorneys’ feesclaims, contributionsdemands, damageslosses, judgmentsliabilities and obligations of any nature whatsoever, orders and liabilities of whatever kind in law or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverequity, known or unknown, suspected or unsuspected, resulting fixed or contingent which Executive ever had, now has, or he or his heirs, executors, administrators or assigns hereafter may claim to have against each or any of the Releasees (hereinafter, the “Claims”), arising from or relating in any way to Executive’s employment relationship with the Company or the separation of that employment relationship, whether the Claims arise from any alleged violation by the Company of themany federal, committed state or omitted prior to the date of this Agreementlocal statutes, ordinances or common law, and whether based on contract, tort, or statute or any other legal or equitable theory of recovery. Such Claims include, without limitation, any Claims for severance or vacation or other benefits, unpaid wages, salary or incentive payment, breach of contract, tort, fraud, misrepresentation, defamation, libel, harassment, retaliation, violation of public policy, wrongful dismissal or discharge, breach of the implied covenant of good faith and fair dealing, and employment discrimination under any applicable federal, state or local statute, provision, order or regulation, including but not limited to, Claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family Medical Leave Act, the Massachusetts Fair Employment Rights Act; (k) the Annotated Laws of Massachusetts at Part I, Title XXI, Chapter 149 and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorneys’ fees. (b) Executive agrees not to xxx, commence, assert, bring or file in any court or other tribunal, in any jurisdiction, any suit, action, litigation, complaint, cross-complaint, counterclaim, third-party complaint, petition or other pleading or proceeding, or otherwise seek affirmative relief against any Releasee on account of any and all Claims released pursuant to Section 6(a) hereof. Executive intends in granting this Release that it shall be effective as a bar to each and every such Claim, and expressly consents that this Release shall be given full force and effect according to its terms and provisions, including those relating to unknown and unsuspected Claims, if any (notwithstanding any federal, state or local law that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), as well as those relating to any other Claims described or implied above. Executive further agrees that in the event any Releasing Party brings any Claim in which any Releasing Party seeks damages against any Releasee or in the event any Releasing Party seeks to recover against any Releasee in any Claim brought by a governmental agency on behalf of any Releasing Party, this Release shall serve as a complete defense to such Claims. Executive understands and agrees that this Release and the transactions contemplated hereby are not in any way to be interpreted as admissions by any Releasee that any Releasing Party has any viable Claims against any Releasee. Executive represents and warrants that there has been, and there will be, no assignment or other transfer of any right or interest in any Claims released pursuant to this Release, and Executive hereby agrees to indemnify and hold each Releasee harmless from and against any Claims, costs, expenses and attorney’s fees directly or indirectly incurred by any of the Releasees as a result of any person or entity asserting any right or interest pursuant to Xxxxxx’x assignment or transfer of any such Claims. (c) Executive understands and agrees that Executive’s employment with the Company and the separation of that employment may have caused injuries or damages, or given rise to claims for breach damages, the existence of contractwhich and the consequences of which are now unknown but which may become known in the future. EXECUTIVE NEVERTHELESS INTENDS TO AND DOES HEREBY RELEASE ALL CLAIMS FOR ALL INJURIES, libelDAMAGES, slanderOR CLAIMS OF WHATEVER TYPE OR NATURE, wrongful dischargeWHETHER NOW KNOWN OR UNKNOWN THAT AROSE OR MAY ARISE IN ANY WAY OR TO ANY DEGREE OUT OF ANY ACTIONS BY THE RELEASEES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT, intentional infliction IT BEING THE PARTIES’ INTENT TO RELEASE THE RELEASEES FROM LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW. (d) Notwithstanding anything else herein to the contrary, this Agreement shall not affect: (i) except as specifically provided in Section 3(c) (which terms shall govern in such case), the Company’s obligations under any employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any retirement plan); (ii) rights to indemnification the Executive may have under any directors and officers liability insurance, the Company’s Bylaws or Articles of emotional harmIncorporation and the Indemnification Agreement between Executive and the Company dated August 23, 2004; (iii) rights Executive may have as a shareholder, of the Company; (iv) claims for unemployment compensation pursuant to the terms of applicable state law; (v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination claims of discrimination; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; or (vi) any claims that cannot be waived by law. (e) Executive hereby waives any right to recover damages, costs, attorneys’ fees, and any other relief in any proceeding or action brought against the Releasees by any other party, including without limitation the Equal Employment Opportunity Commission and the Massachusetts Commission Against Discrimination, or other tortadministrative agency, discrimination or harassment based upon on Executive’s behalf asserting any federalclaim, statecharge, demand, grievance, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out cause of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeeaction released by Executive herein.

Release and Covenant Not to Xxx. EmployeeBorrower Parties, jointly and severally, on behalf of Employee, Employee’s descendants, ancestors, dependents, themselves and all of their respective heirs, executors, administrators, successors and assigns, remise, release, acquit, satisfy and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and forever discharge Lender Parties from any and all claimsmanner of debts, wagesaccountings, demandsbonds, assistancewarranties, supportrepresentations, rightscovenants, lienspromises, contracts, controversies, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of actionliabilities, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders executions, actions, inactions, claims, demands and liabilities causes of whatever kind action of any nature whatsoever, at law or nature in lawequity, equity either now accrued or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hiddensubsequently maturing, which Employee any of Borrower Parties now has at or hereafter can, shall or may have by reason of any time heretofore owned matter, cause or held against said CORNELL Releaseesthing, from the beginning of the world to and including the date of this Agreement, including, without limitation, those matters arising out of or relating to (a) the Loan, including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the Debt (as defined in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or the Security Instrument) and as otherwise described in the Loan Documents, secured hereby (d) the Indebtedness described in Section 1.3 hereof, (e) any other transactions, occurrences, acts agreement or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from transaction between any of them, committed or omitted prior to the date Borrower Parties and any of this AgreementLender Parties, and including(f) the Project or its development, without limitationfinancing and operation. Borrower Parties, jointly and severally, for themselves and all of their respective heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims for breach or causes of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeeaction.

Release and Covenant Not to Xxx. In exchange for the payments and other benefits described in this Agreement, Employee hereby forever RELEASES and COVENANTS NOT TO XXX Identix, its parents, subsidiaries, affiliates, predecessors, successors, assigns, related companies or entities, its or their employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past or present officers, directors, partners, insurers, agents, representatives, attorneys and employees (each, a "Releasee" and together, the "Releasees") from any and all claims, causes of action, demands, judgments, liabilities and damages which Employee, on behalf of Employee, Employee’s descendants, ancestors, dependents, her heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servantsattorneys, employeesrepresentatives or assigns (all collectively included in the term "Employee" for purposes of this Section 6), stockholdershas, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind had or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held may have against said CORNELL the Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed based on any events or omitted circumstances arising or occurring prior to and including the date of Employee's execution of this Agreement, and including, without limitation, including but not limited to any claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in Employee's employment or termination of employment by Identix or IPS, the 2001 Agreement, any rights of continued employment, and/or reinstatement or reemployment by Identix or IPS, and any other claim arising out of costs or attorneys' fees incurred by Employee, PROVIDED, HOWEVER, Employee is not waiving, releasing or giving up any federal, state, or municipal statute or local law to which CORNELL Releasees rights Employee may have been subject to test the knowing and voluntary nature of the Agreement under The Older Workers Benefit Protection Act or to workers' compensation benefits, to earned, banked or accrued but unused vacation pay, to vested benefits under any pension or savings plan, to continued benefits in accordance with regard the Consolidated Omnibus Budget Reconciliation Act of 1985 or to Employee.unemployment insurance..

Release and Covenant Not to Xxx. Employee3.1. In exchange for the good and valuable consideration contained in this Agreement, on behalf of Employeethe Executive hereby fully and forever releases and discharges the Company, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, and successorsits affiliates, and each of themtheir predecessors and successors, hereby covenants not to xxx and fully releasesassigns, acquitsstockholders, and discharges CORNELLofficers, and its subsidiaries and affiliates, past, present, future and each of them, as well as its ownersdirectors, trustees, directors, officers, agents, servants, employees, stockholdersagents and attorneys, representatives, assigns, past and successors, present (the Company and each of them (collectively such person or entity is referred to as a “CORNELL ReleaseesReleased Person”) with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and noticesactions, causes of action, obligations, controversies, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders and liabilities liabilities, of whatever kind or nature nature, direct or indirect, in law, equity or otherwise, whether known or unknown, suspected or unsuspectedwhether asserted or unasserted, which the Executive now has, or hereafter can, shall or may have, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind or nature whatsoever arising or occurring through the date of this Agreement (each, a “Claim”, and whether or not concealed or hiddencollectively, which Employee has at any time heretofore owned or held against said CORNELL Releasees“Claims”), including, without limitationbut not limited to, those any Claim arising out of the Executive’s employment by the Company or the termination thereof, any Claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. (the “ADEA”), the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., the Pennsylvania Human Relations Act, any Claim based upon alleged wrongful or retaliatory discharge or breach of contract, any Claim for attorneys’ fees, and any other Claim under any other federal, state, local or foreign statute, ordinance, regulation, or under any contract, tort or common law theory. 3.2. Notwithstanding Section 3.1 above, the Executive is not releasing any Claims hereunder with respect to (i) his rights to enforce this Agreement, (ii) his rights to receive his base pay through the Termination Date and, to the extent payable under the Company’s policies, his accrued but unused paid time off, (iii) his right to be indemnified pursuant to the Company’s applicable governing documents, (iv) his rights to vested benefits under any qualified retirement plan, (v) his rights to benefits under directors & officers (D&O) insurance or other insurance coverage maintained by the Company for the benefit of former directors and officers. 3.3. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any Claim against a Released Person. The Executive further promises not to initiate a lawsuit, to bring or to assign to any person or entity any Claim against a Released Person arising out of or in any way connected with Employeerelated to the Executive’s employment relationship with CORNELL by the Company or Employee’s the termination or any of that employment (other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior than those expressly set forth in Section 3.2 above). Notwithstanding anything herein to the date of contrary, this AgreementAgreement will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) (or similar state agency) or participating in any investigation conducted by the EEOC (or similar state agency); provided, and includinghowever, without limitation, claims that any claim by the Executive for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, personal relief in connection with such a charge or other tort, discrimination investigation (such as reinstatement or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeemonetary damages) would be barred.

Release and Covenant Not to Xxx. EmployeeAs a material inducement to the Company to enter into this Agreement, on behalf of EmployeeEmployee hereby irrevocably and unconditionally releases, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, acquits and successors, forever discharges and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future the Company and each of them, as well as its the Company's owners, trusteesstockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (and agents, servantsdirectors, officers, employees, stockholdersrepresentatives and attorneys of such divisions, representativessubsidiaries and affiliates) and all persons acting by, assignsthrough, and successors, and each under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and "Releases"), or any of them, from any and all charges, complaints, claims, wagesliabilities, demandsobligations, assistance, support, rights, lienspromises, agreements, contractscontroversies, covenantsdamages, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debtsrights, demands, costs, expenseslosses, interestsdebts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected unknown ("Claim" or unsuspected, and whether or not concealed or hidden"Claims"), which Employee has now has, owns, or holds or which Employee at any time heretofore previously had, owned or held against said CORNELL Releaseeseach of the Releases, including, without limitationbut not limited to, those arising out (a) all Claims of Age Discrimination under the Age Discrimination in Employment Act of 1967 or in any way connected with Employee’s similar state statute; (b) all Claims under the Employee Retirement Income Security Act of 1974; (c) all employment relationship with CORNELL or Employee’s termination discrimination Claims under the statutes of the State of New Jersey or any other transactionsstate; (d) all Claims of unlawful discrimination based on age, occurrencessex, acts or omissions race, religion, national origin, handicap, disability, equal pay or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any other basis; (e) all Claims of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, retaliation, breach of any implied or express employment contract, negligent or intentional infliction of emotional harmdistress, libel, defamation, breach of privacy, fraud, and breach of any implied covenant of good faith and fair dealing; and (t) all Claims related to Employee's employment with the Company, including but not limited to all Claims related to unpaid wages, salary, overtime compensation, bonuses, commissions, severance pay, supplemental unemployment benefit pay, vacation pay, or other tort, discrimination compensation or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim benefits arising out of Employee's employment with the Company. Employee covenants and agrees not to bring any judicial action or action under the Conduent Dispute Resolution Plan (the "Plan") against any of the Releases with respect to any such Claim or Claims and warrants that no such Claim or Claims have been filed. By signing this Agreement, however, Employee is not waiving any rights or claims arising after the date on which reporting possible violations of a federal or state law or regulation to any governmental agency or entity, or participating in any proceedings or investigations with the federal, state, or municipal statute state or local law government agency or entity responsible for enforcing such laws. Employee is not required to which CORNELL Releasees may have been subject with regard to Employee.notify the Company that he has made such reports or disclosures. Separation Agreement and General Release/Xxxxxxx Xxxxxxx Initials: PAGE2

Release and Covenant Not to Xxx. EmployeeAs a material inducement to the Company to enter into this Agreement, on behalf of EmployeeEmployee hereby irrevocably and unconditionally releases, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assigns, acquits and successors, forever discharges and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future the Company and each of them, as well as its the Company’s owners, trusteesstockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (and agents, servantsdirectors, officers, employees, stockholdersrepresentatives and attorneys of such divisions, representativessubsidiaries and affiliates) and all persons acting by, assignsthrough, and successors, and each under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and ), or any of them, from any and all charges, complaints, claims, wagesliabilities, demandsobligations, assistance, support, rights, lienspromises, agreements, contractscontroversies, covenantsdamages, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debtsrights, demands, costs, expenseslosses, interests, debts and expenses (including attorneys’ feesfees and costs actually incurred) of any nature whatsoever, contributions, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected unknown (“Claim” or unsuspected, and whether or not concealed or hidden“Claims”), which Employee has now has, owns, or holds or which Employee at any time heretofore previously had, owned or held against said CORNELL each of the Releasees, including, without limitationbut not limited to, those arising out (a) all Claims of Age Discrimination under the Age Discrimination in Employment Act of 1967 or in any way connected with Employee’s similar state statute; (b) all Claims under the Employee Retirement Income Security Act of 1974; (c) all employment relationship with CORNELL or Employee’s termination discrimination Claims under the statutes of the State of New Jersey or any other transactionsstate; (d) all Claims of unlawful discrimination based on age, occurrencessex, acts or omissions race, religion, national origin, handicap, disability, equal pay or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any other basis; (e) all Claims of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, retaliation, breach of any implied or express employment contract, negligent or intentional infliction of emotional harmdistress, libel, defamation, breach of privacy, fraud, and breach of any implied covenant of good faith and fair dealing; and (f) all Claims related to Employee’s employment with the Company, including but not limited to all Claims related to unpaid wages, salary, overtime compensation, bonuses, commissions, severance pay, supplemental unemployment benefit pay, vacation pay, or other tort, discrimination compensation or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim benefits arising out of Employee’s employment with the Company. Employee covenants and agrees not to bring any judicial action or action under the Conduent Dispute Resolution Plan (the “Plan”) against any of the Releasees with respect to any such Claim or Claims and warrants that no such Claim or Claims have been filed; provided, however, that nothing herein shall release the Company from any claims by Employee arising out of (i) any director and officer indemnification or insurance obligations in favor of Employee and any related obligations for advancement and reimbursement of expenses or (ii) any director and officer indemnification obligations under the Company’s by-laws and any related obligations for advancement and reimbursement of expenses. By signing this Agreement, however, Employee is not waiving any rights or claims arising after the date on which this Agreement is executed. Nothing in this Agreement prohibits Employee from reporting possible violations of a federal or state law or regulation to any governmental agency or entity, or participating in any proceedings or investigations with the federal, state, or municipal statute state or local law government agency or entity responsible for enforcing such laws. Employee is not required to which CORNELL Releasees may have been subject with regard to Employeenotify the Company that he has made such reports or disclosures.

Release and Covenant Not to Xxx. Employee(a) Each of the Borrower and the Guarantors, on behalf of Employee, Employee’s descendants, ancestors, dependentsfor itself and its Affiliates, heirs, executors, administrators, predecessors, successors, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteesofficers, directors, officersmembers, shareholders, stockholders, agents, servantsemployees, and anyone claiming through or under any of them (collectively, “Releasors”), hereby releases and discharges the Administrative Agent, the Lenders, Deutsche Bank Securities Inc., and their respective predecessors, successors, assigns, current and former officers, directors, members, shareholders, stockholders, agents, attorneys, employees, stockholders, representatives, assigns, and successors, and each anyone claiming through or under any of them in their respective capacities as holders, directly or indirectly, of interests in the Facility or as parties to the Loan Documents (collectively referred to as collectively, the “CORNELL ReleaseesReleased Parties”) with respect to and ), from any and all claims, wagescounterclaims, demands, assistanceobligations, support, rights, liens, agreements, contracts, covenants, actionsliabilities, suits, rights to appealpromises, entitlements and noticesdefenses, offsets, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damagescontroversies, judgments, orders costs and liabilities expenses of whatever kind or nature relating to, in lawconnection with, equity or otherwisearising out of, the Facility or the documentation executed in connection therewith, and irrespective of how, why, or by reason of what facts, whether heretofore, now existing, or hereafter arising, or that could, might, or may be claimed to exist, of whatever kind or name that any Releasor may have against any Released Party, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, and whether in law or not concealed or hiddenequity (collectively, which Employee has at any time heretofore owned or held against said CORNELL Releasees“Claims”), including, without limitation, those arising out all Claims alleging violations of federal or in any way connected with Employee’s employment relationship with CORNELL state securities laws, common law fraud or Employee’s termination deceit, breach of fiduciary duty, negligence, tort or any other transactionstheory, occurrencesbased upon, acts arising from, relating to, or omissions in connection with, directly or indirectly, any loss, damage issue or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior matter relating to the date of this AgreementFacility, and including, without limitation, claims all discussions and negotiations relating thereto or the documentation executed in connection therewith or the conduct of the parties thereto during the term thereof. (b) Each of the Borrower and the Guarantors, for breach itself and its respective, heirs, executors, administrators, successors and assigns, hereby covenants and irrevocably agrees (for itself and each of contractits Affiliates) that it shall not directly or indirectly assert, libelauthorize, slanderpursue or induce any third party to assert or pursue, wrongful discharge, intentional infliction of emotional harmassist or cooperate with any third party in asserting or pursuing, or seek to obtain any recovery with respect to any legal or equitable cause of action, suit, claim, defense, offset, counterclaim, cross-claim or pleading or other tortproceeding of any sort whatsoever, discrimination participate in any proceeding or harassment based upon any federal, stateaction, or municipal statute make any allegations against any Released Parties asserting with respect to all Claims released above, any issue or local ordinance matter relating to discrimination in employmentthe Facility including, and/or without limitation, any other claim arising out issues or matters relating to the origination of any federal, state, the Facility or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeethe conduct of the parties thereto during the term thereof.

Release and Covenant Not to Xxx. Employee(a) In consideration of the promises made by the Company in the Transition Agreement, Executive agrees that he, on behalf of Employeehimself and any past, Employee’s descendants, ancestors, dependents, present or future heirs, executors, administrators, or assigns, hereby irrevocably and successors, unconditionally releases and holds harmless the Company and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteesthe Company’s agents, directors, officers, agentspartners, servantsmembers, employees, stockholders, representatives, attorneys and affiliated companies, divisions, subsidiaries and parents (and agents, directors, officers, partners, members, employees, representatives and attorneys of such affiliates), and its and their predecessors, successors, heirs, executors, administrators and assigns, and successorsall persons acting by, and each through, under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and ), or any of them, from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debts, costscharges, expensescomplaints, interestspromises, attorneys’ feesclaims, contributionsdemands, damageslosses, judgmentsliabilities and obligations of any nature whatsoever, orders and liabilities of whatever kind in law or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverequity, known or unknown, suspected or unsuspected, resulting fixed or contingent which Executive ever had, now has, or he or his heirs, executors, administrators or assigns hereafter may claim to have against each or any of the Releasees (hereinafter, the “Claims”), arising from or relating in any way to Executive’s employment relationship with the Company or the separation of that employment relationship, whether the Claims arise from any alleged violation by the Company of themany federal, committed state or omitted prior to the date of this Agreementlocal statutes, ordinances or common law, and whether based on contract, tort, or statute or any other legal or equitable theory of recovery. Such Claims include, without limitation, any Claims for severance or vacation or other benefits, unpaid wages, salary or incentive payment, breach of contract, tort, fraud, misrepresentation, defamation, libel, harassment, retaliation, violation of public policy, wrongful dismissal or discharge, breach of the implied covenant of good faith and fair dealing, and employment discrimination under any applicable federal, state or local statute, provision, order or regulation, including but not limited to, Claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family Medical Leave Act, the Massachusetts Fair Employment Rights Act; (k) the Annotated Laws of Massachusetts at Part I, Title XXI, Chapter 149 and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorneys’ fees. (b) Executive agrees not to xxx, commence, assert, bring or file in any court or other tribunal, in any jurisdiction, any suit, action, litigation, complaint, cross-complaint, counterclaim, third-party complaint, petition or other pleading or proceeding, or otherwise seek affirmative relief against any Releasee on account of any and all Claims released pursuant to Section 1(a) hereof. Executive intends in granting this Release that it shall be effective as a bar to each and every such Claim, and expressly consents that this Release shall be given full force and effect according to its terms and provisions, including those relating to unknown and unsuspected Claims, if any (notwithstanding any federal, state or local law that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), as well as those relating to any other Claims described or implied above. Executive further agrees that in the event any Releasing Party brings any Claim in which any Releasing Party seeks damages against any Releasee or in the event any Releasing Party seeks to recover against any Releasee in any Claim brought by a governmental agency on behalf of any Releasing Party, this Release shall serve as a complete defense to such Claims. Executive understands and agrees that this Release and the transactions contemplated hereby are not in any way to be interpreted as admissions by any Releasee that any Releasing Party has any viable Claims against any Releasee. Executive represents and warrants that there has been, and there will be, no assignment or other transfer of any right or interest in any Claims released pursuant to this Release, and Executive hereby agrees to indemnify and hold each Releasee harmless from and against any Claims, costs, expenses and attorney’s fees directly or indirectly incurred by any of the Releasees as a result of any person or entity asserting any right or interest pursuant to Executive’s assignment or transfer of any such Claims. (c) Executive understands and agrees that Executive’s employment with the Company and the separation of that employment may have caused injuries or damages, or given rise to claims for breach damages, the existence of contractwhich and the consequences of which are now unknown but which may become known in the future. EXECUTIVE NEVERTHELESS INTENDS TO AND DOES HEREBY RELEASE ALL CLAIMS FOR ALL INJURIES, libelDAMAGES, slanderOR CLAIMS OF WHATEVER TYPE OR NATURE, wrongful dischargeWHETHER NOW KNOWN OR UNKNOWN THAT AROSE OR MAY ARISE IN ANY WAY OR TO ANY DEGREE OUT OF ANY ACTIONS BY THE RELEASEES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT, intentional infliction IT BEING THE PARTIES’ INTENT TO RELEASE THE RELEASEES FROM LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW. (d) Notwithstanding anything else herein to the contrary, this Agreement shall not affect: (i) except as specifically provided in Section 2 of emotional harmthe Transition Agreement (which terms shall govern in such case), the Company’s obligations under any employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any retirement plan); (ii) any rights to defense or indemnification the Executive may have under any directors and officers liability insurance, the Company’s Bylaws or Articles of Incorporation, the Indemnification Agreement between Executive and the Company dated August 23, 2004 or Delaware state law; (iii) rights Executive may have as a shareholder, of the Company; (iv) claims for unemployment compensation pursuant to the terms of applicable state law, as to which the Company agrees not to oppose any such claims; (v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination claims of discrimination; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; or (vi) any claims that cannot be waived by law. (e) Executive hereby waives any right to recover damages, costs, attorneys’ fees, and any other relief in any proceeding or action brought against the Releasees by any other party, including without limitation the Equal Employment Opportunity Commission and the Massachusetts Commission Against Discrimination, or other tortadministrative agency, discrimination or harassment based upon on Executive’s behalf asserting any federalclaim, statecharge, demand, grievance, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out cause of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeeaction released by Executive herein.

Release and Covenant Not to Xxx. EmployeeIn consideration of the rights and benefits set forth in the Program, on behalf of EmployeeClaimant, Employee’s descendants, ancestors, dependentsas well as his respective assigns, heirs, executors, guardians, administrators, successors, representatives, agents, partners, attorneys and/or anyone claiming by or through him hereby unconditionally, irrevocably and forever releases, resolves, relinquishes, and discharges OSU, the Administrator, the Settlement Appeal Panel, and their past, current and/or present officers, directors, trustees, representatives, attorneys, agents, affiliates, divisions, predecessors, successors, assigns, and successorssubsidiaries, and each of theminsurers, hereby covenants not to xxx and fully releasessuppliers, acquitsother related entities, and discharges CORNELLheirs, and its subsidiaries and affiliatesexecutors, pastguardians, presentadministrators, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, personal representatives, assignscurrent and former employees and/or anyone acting on behalf of OSU, and successorsthe Administrator, and each of them and/or the Settlement Appeal Panel (collectively referred to as collectively, the “CORNELL ReleaseesReleased Parties”) with respect to and from any and all past, present or future claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, suits, obligations, debts, demands, agreements, promises, liabilities, damages (compensatory, punitive or otherwise), losses, controversies, costs, expenses, interests, and attorneys’ feesfees of any nature whatsoever, contributionsboth direct and derivative, damageswhether based on any past, judgments, orders and liabilities of whatever kind present or nature in future federal law, equity state law, common law, territorial law, foreign law, reviver statute or otherwiselaw (including, but not limited to, any statute or law reviving or altering the applicable statute of limitations), contract, rule, regulation, any regulatory promulgation (including, but not limited to, any opinion or declaratory ruling), or equity, whether known or unknown, suspected or unsuspected, and whether asserted or not concealed unasserted, foreseen or hiddenunforeseen, which Employee has at any time heretofore owned actual or held against said CORNELL Releaseescontingent, includingliquidated or unliquidated, without limitationpunitive or compensatory, those arising that arise out of or relate in any way connected with Employee’s employment relationship with CORNELL to (i) the Actions; (ii) the facts or Employee’s termination allegations (express or any other transactionsimplied) that give rise to the Actions; (iii) claims that have been, occurrencescould have been, acts or should have been asserted in the Actions or otherwise; (iv) the conduct, actions or omissions of Dr. Xxxxxxx Xxxxxxx; (v) a sexually hostile or abusive environment at OSU (including but not limited to the OSU Athletic Department, Student Health Services, Xxxxxxx Xxxx or elsewhere), or deliberate indifference thereto; (vi) unlawful retaliation; (vii) actual or heightened risk of sexual harassment, discrimination, misconduct, abuse or assault, or deliberate indifference thereto; (viii) claimed deliberate indifference on the part of OSU; and (ix) claimed acts, failures to act, errors or omissions on the part of OSU, the Administrator, and/or the Settlement Appeal Panel (collectively, the “Released Claims”). For the avoidance of doubt, Released Claims include any lossclaims or complaints Claimant may have against the Released Parties arising from any aspect of the review of claims, damage determination or injury whateverdistribution of a settlement amount in the Program, or conduct of the Administrator or Settlement Appeal Panel, including any claim by the Claimant that he is dissatisfied with his settlement payment, or alleged breaches by the Released Parties of confidentiality related to claimants’ identities, claim information, or settlement amounts. This Release shall be interpreted to the fullest extent of res judicata principles. Claimant further agrees that he will not institute any action or cause of action (in law, in equity or administratively), suits, debts, liens, or claims, known or unknown, suspected fixed or unsuspectedcontingent, resulting which he may have or claim to have, in state or federal court, in arbitration, or with any state, federal or local government agency or with any administrative or advisory body, arising from or related in any way to the Released Claims. Without limiting the foregoing, the Released Claims specifically extend to claims that Claimant does not know or suspect to exist in his favor at the time that the settlement set forth in the Program and this Release become effective. This Release constitutes a waiver, without limitation as to any other applicable law, of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Claimant understands and acknowledges the significance of these waivers of California Civil Code Section 1542 and similar federal and state statutes, case law, rules, or regulations relating to limitations on releases. In connection with such waivers and relinquishment, Claimant acknowledges that he is aware that he may hereafter discover facts in addition to, or different from, those facts that he now knows or believes to be true with respect to the subject matter of the settlement set forth in the Program, but that it is his intention to release fully, finally, and forever all Released Claims with respect to the Released Parties, and in furtherance of such intention, the releases of the Released Claims will be and remain in effect notwithstanding the discovery or existence of any such additional or different facts. Claimant agrees and covenants, and will be deemed to have agreed and covenanted, not to xxx any of the Released Parties with respect to any of the Released Claims, or otherwise to assist or encourage others in doing so, and agrees to be forever barred from doing so, in any court of law or equity, or any other forum. Claimant agrees to indemnify and hold harmless the Released Parties against any and all loss, damages, liabilities or expense from any of themand all further claims, committed demands and actions that may hereafter or omitted prior at any time be brought against the Released Parties relating in any way to the date Released Claims of this Agreementthe Claimant, and includingincluding but not limited to, without limitationany claims, claims for breach demands or actions asserted by any other relation or family member of contract, libel, slander, wrongful discharge, intentional infliction of emotional harmthe Claimant, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating anyone subrogated to discrimination in employment, and/or any other claim arising out the rights of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeethe Claimant.

Release and Covenant Not to Xxx. Employee(a) In consideration of the promises made by the Company in this Agreement, Executive agrees that he, on behalf of Employeehimself and any past, Employee’s descendants, ancestors, dependents, present or future heirs, executors, administrators, or assigns, hereby irrevocably and successors, unconditionally releases and holds harmless the Company and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteesthe Company’s agents, directors, officers, agentspartners, servantsmembers, employees, stockholders, representatives, attorneys and affiliated companies, divisions, subsidiaries and parents (and agents, directors, officers, partners, members, employees, representatives and attorneys of such affiliates), and its and their predecessors, successors, heirs, executors, administrators and assigns, and successorsall persons acting by, and each through, under or in concert with any of them (collectively referred to as “CORNELL Releasees”) with respect to and ), or any of them, from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debts, costscharges, expensescomplaints, interestspromises, attorneys’ feesclaims, contributionsdemands, damageslosses, judgmentsliabilities and obligations of any nature whatsoever, orders and liabilities of whatever kind in law or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverequity, known or unknown, suspected or unsuspected, resulting fixed or contingent which Executive ever had, now has, or he or his heirs, executors, administrators or assigns hereafter may claim to have against each or any of the Releasees (hereinafter, the “Claims”), arising from or relating in any way to Executive’s employment relationship with the Company or the separation of that employment relationship, whether the Claims arise from any alleged violation by the Company of themany federal, committed state or omitted prior to the date of this Agreementlocal statutes, ordinances or common law, and whether based on contract, tort, or statute or any other legal or equitable theory of recovery. Such Claims include, without limitation, any Claims for severance or vacation or other benefits, unpaid wages, salary or incentive payment, breach of contract, tort, fraud, misrepresentation, defamation, libel, harassment, retaliation, violation of public policy, wrongful dismissal or discharge, breach of the implied covenant of good faith and fair dealing, and employment discrimination under any applicable federal, state or local statute, provision, order or regulation, including but not limited to, Claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family Medical Leave Act, the Massachusetts Fair Employment Rights Act; (k) the Annotated Laws of Massachusetts at Part I, Title XXI, Chapter 149 and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorneys’ fees. (b) Executive agrees not to xxx, commence, assert, bring or file in any court or other tribunal, in any jurisdiction, any suit, action, litigation, complaint, cross-complaint, counterclaim, third-party complaint, petition or other pleading or proceeding, or otherwise seek affirmative relief against any Releasee on account of any and all Claims released pursuant to Section 5(a) hereof. Executive intends in granting this Release that it shall be effective as a bar to each and every such Claim, and expressly consents that this Release shall be given full force and effect according to its terms and provisions, including those relating to unknown and unsuspected Claims, if any (notwithstanding any federal, state or local law that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), as well as those relating to any other Claims described or implied above. Executive further agrees that in the event any Releasing Party brings any Claim in which any Releasing Party seeks damages against any Releasee or in the event any Releasing Party seeks to recover against any Releasee in any Claim brought by a governmental agency on behalf of any Releasing Party, this Release shall serve as a complete defense to such Claims. Executive understands and agrees that this Release and the transactions contemplated hereby are not in any way to be interpreted as admissions by any Releasee that any Releasing Party has any viable Claims against any Releasee. Executive represents and warrants that there has been, and there will be, no assignment or other transfer of any right or interest in any Claims released pursuant to this Release, and Executive hereby agrees to indemnify and hold each Releasee harmless from and against any Claims, costs, expenses and attorney’s fees directly or indirectly incurred by any of the Releasees as a result of any person or entity asserting any right or interest pursuant to Xxxxxx’x assignment or transfer of any such Claims. (c) Executive understands and agrees that Executive’s employment with the Company and the separation of that employment may have caused injuries or damages, or given rise to claims for breach damages, the existence of contractwhich and the consequences of which are now unknown but which may become known in the future. EXECUTIVE NEVERTHELESS INTENDS TO AND DOES HEREBY RELEASE ALL CLAIMS FOR ALL INJURIES, libelDAMAGES, slanderOR CLAIMS OF WHATEVER TYPE OR NATURE, wrongful dischargeWHETHER NOW KNOWN OR UNKNOWN THAT AROSE OR MAY ARISE IN ANY WAY OR TO ANY DEGREE OUT OF ANY ACTIONS BY THE RELEASEES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT, intentional infliction IT BEING THE PARTIES’ INTENT TO RELEASE THE RELEASEES FROM LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW. (d) Notwithstanding anything else herein to the contrary, this Agreement shall not affect: (i) the Company’s obligations under any employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any retirement plan); (ii) rights to indemnification the Executive may have under any directors and officers liability insurance, the Company’s Bylaws or Articles of emotional harmIncorporation and the Indemnification Agreement between the Executive and the Company; (iii) rights Executive may have as a shareholder, of the Company; (iv) claims for unemployment compensation pursuant to the terms of applicable state law; (v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination claims of discrimination; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; or (vi) any claims that cannot be waived by law. (e) Executive hereby waives any right to recover damages, costs, attorneys’ fees, and any other relief in any proceeding or action brought against the Releasees by any other party, including without limitation the Equal Employment Opportunity Commission and the Massachusetts Commission Against Discrimination, or other tortadministrative agency, discrimination or harassment based upon on Executive’s behalf asserting any federalclaim, statecharge, demand, grievance, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out cause of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeeaction released by Executive herein.

Release and Covenant Not to Xxx. Employee(a) In consideration of the agreements of GE Capital contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Parent (as successor to Familymeds Group), Familymeds, Arrow and Familymeds Holdings, on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administratorsitself and its successors, assigns, and successorsother legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges GE Capital and its successors and assigns, and each of themtheir present and former shareholders, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, pastsubsidiaries, presentdivisions, future and each of them, as well as its owners, trusteespredecessors, directors, officers, agents, servantsattorneys, employees, stockholders, representatives, assigns, agents and successors, other representatives (GE Capital and each of them (collectively all such other Persons being hereinafter referred to collectively as the “CORNELL Releasees” and individually as a “Releasee”) with respect to ), of and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, debtscovenants, costscontracts, expensescontroversies, interestsagreements, attorneys’ feespromises, contributionssums of money, damagesaccounts, judgmentsbills, orders reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, every name and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatevernature, known or unknown, suspected or unsuspected, resulting from both at law and in equity, which any of themParent (as successor to Familymeds Group), committed Familymeds, Familymeds Holdings or omitted Arrow or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Agreement, and including, without limitation, claims for or on account of, or in relation to, or in any way in connection with the First Amended Credit Agreement or any of the other loan documents or transactions thereunder or related thereto. (b) Each of Parent (as successor to Familymeds Group), Familymeds, Familymeds Holdings and Arrow understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of contractthe provisions of such release. (c) Each of Parent (as successor to Familymeds Group), libelFamilymeds, slanderFamilymeds Holdings and Arrow agrees that no fact, wrongful dischargeevent, intentional infliction circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of emotional harmthe release set forth above. (d) Each of Parent (as successor to Familymeds Group), Familymeds, Familymeds Holdings and Arrow, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Parent (as successor to Familymeds Group), Familymeds, Familymeds Holdings or Arrow pursuant to this Section 11.18. If any of Parent (as successor to Familymeds Group), Familymeds, Familymeds Holdings or Arrow or any of their respective successors, assigns or other tortlegal representations violates the foregoing covenant, discrimination or harassment based upon each of Parent (as successor to Familymeds Group), Familymeds, Familymeds Holdings and Arrow, for themselves and their successors, assigns and legal representatives, jointly and severally agree to pay, in addition to such other damages as any federalReleasee may sustain as a result of such violation, state, or municipal statute or local ordinance relating to discrimination in employment, and/or all attorneys’ fees and costs incurred by any other claim arising out Releasee as a result of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeesuch violation.

Release and Covenant Not to Xxx. Employee(a) Effective immediately upon the effectiveness of this Amendment, Purchaser, on behalf of Employeeitself, Employee’s descendantsits direct and indirect affiliates, ancestorsparents, dependentsshareholders, heirsowners and subsidiaries, executorsand all of their respective present, former and future predecessors, successors, officers, directors, partners, principals, employees, attorneys, insurers, administrators, assignsrepresentatives, affiliates, parents, shareholders, owners, subsidiaries, agents and assigns (collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally, fully, finally and forever waives, releases, acquits and discharges, the Seller Parties, their respective direct and indirect affiliates, parents, shareholders, owners and subsidiaries, and all of their respective present, former and future predecessors, successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trusteesofficers, directors, officerspartners, agents, servantsprincipals, employees, stockholdersattorneys, insurers, administrators, representatives, assignsaffiliates, parents, shareholders, owners, subsidiaries, agents and successorsassigns (collectively, and each of them (collectively referred to as the “CORNELL ReleaseesSeller Released Parties”) with respect to and ), from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationsdefenses, debtsagreements, costsdemands, expensesrights, interestsliabilities, attorneys’ fees, contributions, damages, judgments, orders and liabilities obligations of whatever any kind or nature whatsoever, whether in lawlaw or in equity, equity whether for damages or otherwiseother type of relief, whether asserted or unasserted, whether known or unknown, suspected whether accrued or unsuspectedunaccrued, and whether realized or not concealed unrealized, whether contingent or hiddenabsolute, whether disclosed or undisclosed, which Employee has at any time heretofore owned the Seller Releasing Parties have or held against said CORNELL Releaseesmay have or claim to have, includingnow or in the future, without limitationfrom the beginning of the world to and including the date of this Amendment, those arising out of any facts, acts, omissions, occurrences, events or in circumstances relating to [***] (the “Purchaser Released Claims”), including but not limited to (and solely to the extent arising from or relating to a Purchaser Released Claim) (i) any way connected with Employee’s employment relationship with CORNELL claim, defense, or Employee’s termination contention that UCB or UMI has breached or will breach any covenant, representation or warranty, or any other transactionsobligation in the Agreement, occurrences(ii) that a Material Adverse Event has occurred or will occur, acts (iii) that Purchaser is or omissions will be entitled to terminate or rescind the Agreement, (iv) that Purchaser is not or will not be, or was not, obligated to close the Agreement, (v) that any Purchaser Indemnitee is entitled to indemnification under Article IX of the Agreement or (vi) any claim, defense, or contention that the Transferred Subsidiary has breached, prematurely terminated or repudiated any Contract with, or otherwise improperly acted or failed to act with respect to, [***] or any lossof their respective affiliates. The parties hereto acknowledge that they may discover facts in addition to or different from those now known or believed to be true with respect to this release, damage or injury whateverbut that it is the intention of the parties hereto to completely, fully, finally and forever extinguish any and all claims, agreements, demands, rights, liabilities and obligations released in this Amendment, known or unknown, suspected or unsuspected, resulting from which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Notwithstanding the foregoing, the release contained in this paragraph (a) shall not apply to the extent of (i) any of them, intentional fraud committed or omitted prior to by the Transferred Subsidiary against [***] during the six-month period preceding the date of this AgreementAmendment to the extent such intentional fraud caused the loss of [***] as a customer of the Transferred Subsidiary or (ii) liability of the Transferred Subsidiary to [***] arising prior to the Closing based on any actual breach or repudiation by the Transferred Subsidiary of any Contract between it and [***] including as set forth in the letter dated October 20, 2015 from [***] to the Transferred Subsidiary (it being understood that the exception in this clause (ii) does not pertain to the loss of [***] or any of their respective affiliates as a customer of the Transferred Subsidiary and including, without limitation, claims for breach is not intended to preserve any claim as to any diminution in value of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim the Transferred Subsidiary arising out of any federalmatter). References in this paragraph (a) to affiliates of [***] are deemed not to include [***]. (b) Effective immediately upon the effectiveness of this Amendment, stateSeller, on behalf of itself, its direct and indirect affiliates, parents, shareholders, owners and subsidiaries, and all of their respective present, former and future predecessors, successors, officers, directors, partners, principals, employees, attorneys, insurers, administrators, representatives, affiliates, parents, shareholders, owners, subsidiaries, agents and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally, fully, finally and forever waives, releases, acquits and discharges, the Purchaser Parties, their respective direct and indirect affiliates, parents, shareholders, owners and subsidiaries, and all of their respective present, former and future predecessors, successors, officers, directors, partners, principals, employees, attorneys, insurers, administrators, representatives, affiliates, parents, shareholders, owners, subsidiaries, agents and assigns (collectively, the “Purchaser Released Parties”), from any and all claims, causes of action, defenses, agreements, demands, rights, liabilities, and obligations of any kind or nature whatsoever, whether in law or in equity, whether for damages or other type of relief, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether realized or unrealized, whether contingent or absolute, whether disclosed or undisclosed, which the Seller Releasing Parties have or may have or claim to have, now or in the future, from the beginning of the world to and including the date of this Amendment, arising out of any facts, acts, omissions, occurrences, events or circumstances relating to [***] (the “Seller Released Claims”), including but not limited to (and solely to the extent arising from or relating to a Seller Released Claim) (i) any claim, defense, or municipal statute contention that the Purchaser has breached any covenant, representation or local law warranty, or any other obligation in the Agreement, (ii) that a Purchaser Material Adverse Event has occurred or will occur, (iii) that Seller is or will be entitled to which CORNELL Releasees terminate or rescind the Agreement, (iv) that Seller is not or will not be, or was not, obligated to close the Agreement, (v) that any Seller Indemnitee is entitled to indemnification under Article IX of the Agreement or (vi) any claim, defense, or contention that the Purchaser improperly acted or failed to act with respect to the closing of the Acquisition. (c) Purchaser covenants, on behalf of itself and the Purchaser Releasing Parties, not to assert or bring any of the Purchaser Released Claims against any Seller Released Party before any court, arbitrator or other tribunal in any jurisdiction, whether as a claim, a cross-claim or counterclaim. Any Seller Released Party may have been subject with regard plead this Amendment as a complete bar to Employeeany Purchaser Releasing Party bringing a Purchaser Released Claim in derogation of such Purchaser Releasing Party’s covenant not to xxx. (d) Seller covenants, on behalf of itself and the Seller Releasing Parties, not to assert or bring any of the Seller Released Claims against any Purchaser Released Party before any court, arbitrator or other tribunal in any jurisdiction, whether as a claim, a cross-claim or counterclaim. Any Purchaser Released Party may plead this Amendment as a complete bar to any Seller Releasing Party bringing a Seller Released Claim in derogation of such Seller Releasing Party’s covenant not to xxx.

Release and Covenant Not to Xxx. EmployeeIn consideration of the benefits received by Borrower, Holdings and the other Loan Parties under this Forbearance Agreement, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Forbearance Agreement, each of Borrower, Holdings and the other Loan Parties, on behalf of Employeeitself and its agents, Employee’s descendantsrepresentatives, ancestorsofficers, dependentsdirectors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each Lender, the Administrative Agent and each of their respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, administrators, assigns, personal or legal representatives and successors, and each attorneys of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each any of them (collectively referred to as collectively, the “CORNELL Releasees”) with respect to ), of and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, suits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, expenses, interests, attorneys’ fees, contributions, damages, judgmentsexpenses and fees whatsoever, orders whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and liabilities whether based on any federal, state, local or foreign law or right of whatever kind action, at law or nature in law, equity or otherwise, whether known foreseen or unknownunforeseen, suspected matured or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverunmatured, known or unknown, suspected accrued or unsuspectednot accrued, resulting from which any of themReleasor now has, committed has ever had or omitted may hereafter have against any Releasee arising contemporaneously with or prior to the date of this Agreement, and including, without limitation, claims for breach Forbearance Agreement or on account of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federalmatter, statecause, circumstance or municipal statute event occurring contemporaneously with or local law prior to which CORNELL Releasees may have been subject with regard to Employeethe date of this Forbearance Agreement (collectively, the “Released Claims”). Each of Borrower, Holdings and the other Loan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns, hereby unconditionally and irrevocably agrees that it will not xxx any Releasee on the basis of any Released Claim.

Release and Covenant Not to Xxx. EmployeeIn consideration of the benefits received by the Company and each of the Guarantors under this Forbearance Agreement, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Forbearance Agreement, the Company and each of the Guarantors, on behalf of Employeeitself and its agents, Employee’s descendantsrepresentatives, ancestorsofficers, dependentsdirectors, advisors, employees, Subsidiaries, Affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each Holder, the Trustee, the Holders’ Advisors, and each of their respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, administrators, assigns, personal or legal representatives and successors, and each attorneys of any of them, hereby covenants not to xxx and fully releaseseach in their capacities as such, acquits(collectively, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as the “CORNELL Releasees”) with respect to ), of and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, suits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, expenses, interests, attorneys’ fees, contributions, damages, judgmentsexpenses and fees whatsoever, orders whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and liabilities whether based on any federal, state, local or foreign law or right of whatever kind action, at law or nature in law, equity or otherwise, whether known foreseen or unknownunforeseen, suspected matured or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverunmatured, known or unknown, suspected accrued or unsuspectednot accrued, resulting from which any of themReleasor now has, committed has ever had or omitted may hereafter have against any Releasee arising contemporaneously with or prior to the date of this Agreement, and including, without limitation, claims for breach Forbearance Agreement or on account of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federalmatter, statecause, circumstance or event occurring contemporaneously with or prior to the date of this Forbearance Agreement that relate to, arise out of, or municipal statute otherwise are in connection with any or local law all of the Indenture or transactions contemplated thereby; provided, that neither the Company nor any Guarantor shall have any obligation to which CORNELL Releasees may have been subject indemnify or hold harmless any Releasee hereunder with regard respect to Employeeliabilities to the extent they result from the gross negligence or willful misconduct of the Releasee as finally determined by a court of competent jurisdiction (collectively, the “Released Claims”). The Company and each of the Guarantors, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns, hereby unconditionally and irrevocably agrees that it will not xxx any Releasee on the basis of any Released Claim.

Release and Covenant Not to Xxx. EmployeeBorrowers jointly and severally release, on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administrators, assignsacquit, and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, forever discharge the Lender and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, respective directors, officers, agents, servants, employees, stockholdersindependent contractors, representativesattorneys and agents (collectively, assignsthe “Released Parties”), to the fullest extent permitted by applicable state and successorsfederal law, from any and each all acts and omissions of them (collectively referred to as “CORNELL Releasees”) with respect to the Released Parties and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationscounterclaims, demands, controversies, costs, debts, costssums of money, expensesaccounts, interestsreckonings, attorneys’ feesbonds, contributionsbills, damages, judgmentsobligations, orders and liabilities of whatever kind or nature in lawliabilities, equity or otherwise, whether known or unknown, suspected or unsuspectedobjections, and executions of any nature, type, or description, which the Borrowers have or may have against the Released Parties, including, but not limited to, negligence, gross negligence, usury, fraud, deceit, misrepresentation, conspiracy, unconscionability, duress, economic duress, defamation, control, interference with contractual and business relationships, conflicts of interest, misuse of insider information, concealment, disclosure, secrecy, misuse of collateral, wrongful release of collateral, failure to inspect, environmental due diligence, negligent loan processing and administration, wrongful setoff, violations of statutes and regulations of governmental entities, instrumentalities and agencies (both civil and criminal), racketeering activities, securities and antitrust laws violations, tying arrangements, deceptive trade practices, breach or abuse of any alleged fiduciary duty, breach of any alleged special relationship, course of conduct or dealing, alleged obligation of fair dealing, alleged obligation of good faith, and alleged obligation of good faith and fair dealing, whether or not concealed in connection with or hiddenrelated to the Loan Documents, which Employee has and/or this Agreement, at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of law or in any way connected with Employee’s employment relationship with CORNELL equity, in contract, in tort, or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverotherwise, known or unknown, suspected or unsuspectedunsuspected (collectively, resulting from the “Released Claims”). The Borrowers further agree to limit any damages they may seek in connection with any claim or cause of action, if any, to exclude all punitive and exemplary damages, damages attributable to lost profits or opportunity, damages attributable to mental anguish, and damages attributable to pain and suffering, and the Borrowers do hereby waive and release all such damages with respect to any and all existing claims or causes of action against any of themthe Released Parties. The Borrowers represent and warrant that no facts exist which could presently or in the future could support the assertion of any of the released claims against the Released Parties. The Borrowers further covenant not to xxx the Released Parties on account of any of the Released Claims, committed and expressly waive any and all defenses they may have or omitted prior come to have in connection with their debts and obligations under the date of Loan Documents, and/or this Agreement. This section is in addition to and shall not in any way limit any other release, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harmcovenant not to xxx, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination waiver by the Borrowers in employment, and/or any other claim arising out favor of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject with regard to Employeethe Released Parties.

Release and Covenant Not to Xxx. EmployeeIn consideration of Lender’s agreement to the terms of this Agreement, Borrower, Maryland Loan Guarantor and Guarantor, by execution of the Joinder, on behalf of Employeethemselves and their partners, Employee’s descendantsmembers, ancestorsofficers, dependentsdirectors, heirs, executors, administrators, assignsshareholders, and successors, trustees and each of them, hereby covenants not to xxx their respective successors and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, waive, remise, release, acquit, satisfy and successorsforever discharge all of Lender Parties, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all claimsmanner of debts, wagesaccountings, demandsbonds, assistancewarranties, supportrepresentations, rightscovenants, lienspromises, contracts, controversies, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of actionliabilities, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgments, orders executions, actions, claims, counterclaims, demands, defenses, setoffs, and liabilities causes of whatever action of any kind or nature in lawwhatsoever, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said CORNELL Releasees, including, without limitation, those arising out of law or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverequity, known or unknown, suspected either now accrued or unsuspectedsubsequently maturing, resulting from which any of themthem now has or hereafter can, committed shall or omitted prior may have by reason of any matter, cause or thing, from the beginning of the world to and including the date later of this Agreementthe Execution Date and the Effective Date, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Indebtedness, (d) the Property, and (e) any federalother agreement or transaction between Borrower, stateMaryland Loan Guarantor and/or Guarantor and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) - (d) above. Borrower, Maryland Loan Guarantor, by execution of the Joinder, on behalf of themselves and their partners, members, officers, directors, shareholders, and trustees and each of their respective heirs, successors and assigns, covenant and agree never to institute or municipal statute cause to be instituted or local law to which CORNELL Releasees may have been subject continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with regard to Employeeany of the foregoing matters, claims or causes of action.

Release and Covenant Not to Xxx. Employee(a) Effective on the date hereof, each of each Borrower and each Guarantor, for itself and on behalf of Employee, Employee’s descendants, ancestors, dependents, heirs, executors, administratorsits successors, assigns, and successorsofficers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent, each Lender, Issuing Bank, each Bank Product Provider, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successorstheir respective Affiliates, and each of them their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to such Borrower or such Guarantor (collectively referred to as each a “CORNELL Releasee” and collectively, the “Releasees”) with respect to and ), from any and all past, present and future claims, wagessuits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, assistanceobligations, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and noticesliabilities, causes of action, obligations, debts, costs, expenses, interests, attorneys’ fees, contributions, damages, judgmentslosses, orders costs and liabilities expenses of whatever any kind or nature character, whether based in equity, law, equity contract, tort, implied or otherwiseexpress warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, suspected fixed or unsuspectedcontingent, and whether direct, indirect, or not concealed derivative, asserted or hiddenunasserted, which Employee has at any time heretofore owned matured or held against said CORNELL Releaseesunmatured, includingforeseen or unforseen, without limitationpast or present, those arising out of liquidated or in any way connected with Employee’s employment relationship with CORNELL or Employee’s termination or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknownunliquidated, suspected or unsuspected, resulting which such Borrower or such Guarantor ever had from any the beginning of them, committed or omitted prior the world to the date of this hereof, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Credit Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harmany other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other tort, discrimination or harassment based upon any federal, stateLoan Document, or municipal statute to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in the Loan Documents effective as of the date hereof and other than Claims resulting from the willful misconduct or local ordinance relating gross negligence of a Releasee, as determined by the final, non-appealable judgment of a court of competent jurisdiction. As to discrimination in employmenteach and every Claim released hereunder, and/or any other claim arising out each of any federal, state, or municipal statute or local law to which CORNELL Releasees may have been subject each Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to Employeethe releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which 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.” As to each and every Claim released hereunder, each of each Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. (b) Each of each Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each of each Borrower and each Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each of each Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each of each Borrower and each Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If any Borrower, any Guarantor or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

Release and Covenant Not to Xxx. Employee(a) Effective as of, from, and after the Effective Time,[ each of the Beneficial Owner and] the Stockholder, on behalf of Employeeitself and, Employee’s descendantsas applicable, ancestorsits present and former parents, dependentsSubsidiaries, Affiliates, officers, directors, managers, equityholders, members, family members, employees, beneficiaries, heirs, executors, administratorssuccessors, assigns, and successorsany other Person claiming by, through or under any of the foregoing (collectively, “Stockholder Releasors”) hereby absolutely, unconditionally and irrevocably releases, waives and forever discharges the Company and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges CORNELL, and its subsidiaries and affiliates, past, present, future and each the Acquirer Indemnified Parties of them, as well as its owners, trustees, directors, officers, agents, servants, employees, stockholders, representatives, assigns, and successors, and each of them (collectively referred to as “CORNELL Releasees”) with respect to and from any and all claims, wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligationssuits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, interestsliens, attorneys’ feesbonds, contributionsbills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, orders extents, executions, claims, and liabilities demands, of whatever every kind or and nature in law, equity or otherwisewhatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, and whether in law, admiralty or not concealed or hiddenequity, which Employee has at any time heretofore owned of such Stockholder Releasors ever had, now have, or held hereafter can, shall, or may have against said CORNELL Releaseesthe Company and its Subsidiaries prior to the Effective Time for, includingupon, without limitationor by reason of any matter, those cause, or thing related to such Stockholder Releasors’ capacity as a[ direct or indirect] stockholder of the Company and arising out of or related to acts, events, circumstances, conditions or omissions occurring at or prior to the Effective Time (collectively, “Released Claims”); provided, however, that nothing contained in the foregoing shall operate to release any way connected with Employee(A) indemnification rights granted to[ the Beneficial Owner or] the Stockholder in its capacity as a director or officer of the Company (and solely in and to the extent of such capacity, and which shall not entitle the undersigned to indemnification in respect of any indemnification owed by the undersigned in the undersigned’s capacity as an Equityholder to Acquirer Indemnified Parties pursuant to Section 7.02 of the Merger Agreement) under the Delaware General Corporation Law or the provisions of the Company’s Organizational Documents; (B) rights granted to[ the Beneficial Owner or] the Stockholder pursuant to this Agreement, the Merger Agreement or any agreement, instrument, certificate or document delivered pursuant to the Merger Agreement; and (C) if[ the Beneficial Owner or] the Stockholder is or was an employee or consultant of the Company or any of its Subsidiaries, any claim for the payment or receipt of accrued but unpaid wages, salaries or other cash compensation or benefits to the extent already due and excluding any unpaid vacation or PTO that follows the Company’s or its Subsidiaries carryforward rules, in each case solely to the extent related to[ the Beneficial Owner’s or] the Stockholder’s employment or consulting relationship with CORNELL the Company or Employee’s termination any of its Subsidiaries. This release is intended to be a complete and general release with respect to the Released Claims being released herein, subject to the limitations set forth in the preceding sentence, and specifically includes claims that are known, unknown, fixed, contingent or conditional, including any breach of fiduciary duty, or claims arising under the Securities Act of 1933, as amended, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to the date of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, and/or any other claim arising out of any federal, state, or municipal statute blue sky or local law dealing with any securities. Subject to the reservation of rights and the limitation of the scope of the claims released herein,[ each of the Beneficial Owner and] the Stockholder for itself and for the other Stockholder Releasors expressly acknowledges that with respect to the release of known or unknown Released Claims being released herein, each Stockholder Releasor is aware that it may hereafter discover facts in addition to or different from those which CORNELL Releasees it now knows or believes to be true with respect to the subject matter herein, and the releases herein are binding and effective notwithstanding the discovery or existence of any such additional or different facts. (b) [EACH OF THE BENEFICIAL OWNER AND] THE STOCKHOLDER ACKNOWLEDGE[S] THAT THE STOCKHOLDER [AND THE BENEFICIAL OWNER, AS APPLICABLE,] [HAS][HAVE] BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE 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, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Stockholder Releasor acknowledges and agrees that California Civil Code Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or may have exist. Nonetheless, each Stockholder Releasor agrees that the waiver of California Civil Code Section 1542 and any similar provision in any other jurisdiction is a material portion of the releases intended herein, and it therefore intends to waive all protection provided by California Civil Code Section 1542 and any other similar provision in any other jurisdiction with respect to the Released Claims being released herein. EACH STOCKHOLDER RELEASOR FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, SUBJECT TO THE RESERVATION OF RIGHTS AND THE LIMITATION OF SCOPE OF THE CLAIMS RELEASED HEREIN, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO. (c) [Each of the Beneficial Owner and] [T][t]he Stockholder represents and warrants to Parent, Merger Sub, Merger Sub II, the Surviving Entity, and the Surviving Corporation that (i) no Stockholder Releasor has assigned any Released Claim or possible Released Claim against the Company or any Acquirer Indemnified Party, and (ii) each Stockholder Releasor has consulted with counsel with respect to the execution and delivery of this Agreement and has been subject with regard to Employeefully apprised of the consequences of this Section 7. (d) [Each of the Beneficial Owner and] [T][t]he Stockholder, on behalf of itself and the Stockholder Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees that it will not xxx or otherwise bring, initiate or participate in any Legal Proceeding (at law, in equity, in any regulatory proceeding or otherwise) against the Company or any Acquirer Indemnified Party on the basis of any Released Claim.