Common use of RELEASES OF CLAIMS Clause in Contracts

RELEASES OF CLAIMS. (a) The Company agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Stockholder and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Stockholder Releasees”). The Company, on its own behalf, hereby fully and forever releases the Stockholder Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) any and all claims relating to or arising from the Note (other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the Company’s relationship with the Stockholder and the termination of that relationship; (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Company acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Company shall be responsible to the Stockholder for all costs, attorneys’ fees and any and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provision. (b) The Stockholder agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Company and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Company Releasees”). The Stockholder, on its own behalf, hereby fully and forever releases the Company Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Stockholder may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) any and all claims relating to or arising from the Shares (other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the Stockholder’s relationship with the Company and the termination of that relationship; (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Stockholder shall be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provision.

RELEASES OF CLAIMS. (a) The As a condition of the Company's willingness to enter into this Agreement and to engage Consultant as a consultant hereunder (which engagement would not be required in the absence of this Agreement), and in consideration for the agreements of the Company agrees that the consideration set forth contained in this Agreement represents settlement in full Agreement, Executive, with the intention of binding himself, Consultant, his heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, hereinafter, the "Executive Releasors") hereby releases and forever discharges (i) the Company; (ii) all outstanding obligations owed by to it by parent, affiliated and subsidiary entities of the Stockholder Company and all of its current or their successors or assigns, and (iii) all of its or their current, former and future officers, directors, investorsshareholders, employees, agents, attorneys, stockholdersindependent contractors, managersand legal representatives (whether acting as agents for the Company or in individual capacities (collectively, supervisorshereinafter, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Stockholder "Company Releasees”). The Company, on its own behalf, hereby fully and forever releases the Stockholder Releasees, ") from, and agrees not to xxx concerninghereby acknowledges full accord and satisfaction of, any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, at common law, statutory, under federal, state or local law of the United States or any other jurisdiction, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kindotherwise), whether presently known or unknown, suspected asserted or unsuspectedunasserted, by reason of any act, omission, transaction, agreement or occurrence that the Executive Releasors ever had, now have or hereafter may have against the Company may possess arising from any omissions, acts or facts that have occurred Releasees up until to and including the date hereof includingof the execution of this Agreement. Without limiting the generality of the foregoing, without limitationthe Executive Releasors hereby release and forever discharge the Company Releasees from: (i) any and all claims relating to or arising from Executive's employment with the Note (other than Company, the obligations incurred by terms and conditions of such employment, and the parties under this Agreement)termination of such employment; (ii) any and all claims relating to of employment discrimination under any federal, state or arising from local statute or ordinance, public policy or the Company’s relationship common law, including, without limitation, any and all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Stockholder Family and Medical Leave Act, the Equal Pay Act, the Rehabilitation Act of 1973, the New York State Executive Law, the New York City Administrative Code, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Equal Pay Act, and the termination of that relationshipNew Jersey Family Leave Act, as such laws have been or may be amended; (iii) any and all claims relating to, under federal or arising from, the Stockholder’s right to purchase, or actual purchase of state securities of the Companylaws and regulations, including, without limitation, any claims for fraudthe Securities Act of 1933, misrepresentationas amended, breach the Securities Exchange Act of fiduciary duty1934, breach of duty under applicable state corporate lawas amended, and securities fraud under any state or federal lawthe Xxxxxxxx-Xxxxx Act of 2002; (iv) any and all claims under the law of any jurisdiction includingfor slander, but not limited to claims based upon or relating to: discrimination; breach of contractlibel, both express and implied; breach of a covenant of good faith and fair dealingdefamation, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; , prima facie tort, invasion of privacy, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; or conversion;and (v) any and all claims for violation of the federalmonetary recovery, including, without limitation, attorneys' fees, experts' fees, medical fees or any stateexpenses, constitution; and (vi) any costs and all claims for attorneys’ fees and costs. The Company disbursements and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Company acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Company shall be responsible to the Stockholder for all costs, attorneys’ fees and any and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provisionlike. (b) In no event shall Executive be deemed by this Section 5 to have released (i) any rights or claims he may have for payments or benefits under this Agreement, including payments due to Consultant hereunder and (ii) his right to indemnification or contribution as provided by law or the certificate of incorporation, bylaws or policies of the Company or to protection under any directors' and officers' liability insurance policies maintained by the Company. The Stockholder Company agrees that the protections accorded to Executive under its Certificate of Incorporation and/or Bylaws will not be reduced, except as required by the mandatory application of revisions of applicable law, and Executive will be entitled to such protection under the directors' and officers' liability insurance policies maintained by the Company from time to time on an equal basis with other persons who are serving as officers and/or directors on the date hereof. (c) In consideration of the foregoing release and the further undertakings of Executive and Consultant set forth in this Agreement represents settlement in full Agreement, the Company, for itself and on behalf of all outstanding obligations owed by to it by the Company its current, former and its current and former future officers, directors, investorsshareholders, employees, agents, attorneys, stockholdersindependent contractors, managersand legal representatives, supervisorsparents, agents, employees, administratorssubsidiaries, affiliates, divisions, subsidiaries, predecessor and successor corporations successors and assigns (whether acting as agents for the “Company Releasees”). The Stockholderor in individual capacities (collectively, on its own behalfhereinafter, the "Company Releasors") hereby fully release and forever releases discharge the Company Executive, his heirs, successors and assigns ("Executive Releasees, ") from, and agrees not to xxx concerninghereby acknowledges full accord and satisfaction of, any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, at common law, statutory, under federal, state or local law of the United States or any other jurisdiction, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kindotherwise), whether presently known or unknown, suspected asserted or unsuspectedunasserted, by reason of any act, omission, transaction, agreement or occurrence that Company Releasors ever had, now have or hereafter may have against the Stockholder may possess arising from any omissions, acts or facts that have occurred Executive up until to and including the date hereof of the execution of this Agreement. In no event, however, shall the Executive Releasees be deemed by this Section 5 to have been released in respect of (i) any obligations undertaken by Executive or Consultant pursuant to this Agreement, including, without limitation, repayment of the loan as provided in Section 3, (ii) any violations of securities law, or (iii) any act or inaction constituting fraud or willful misconduct. Without limiting the generality of the foregoing, the Company Releasors hereby release and forever discharge the Executive Releasees from: (i) any and all claims relating to or arising from Executive's employment the Shares (other than the obligations incurred by the parties under this Agreement)Company; (ii) any and all claims relating to for slander, libel, defamation, negligent or arising from the Stockholder’s relationship with the Company and the termination intentional infliction of that relationship;emotional distress, prima facie tort, invasion of privacy, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Companyfor monetary recovery, including, without limitation, any claims for fraudattorneys' fees, misrepresentationexperts' fees, breach of fiduciary dutymedical fees or expenses, breach of duty under applicable state corporate law, costs and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company disbursements and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Stockholder shall be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provisionlike.

RELEASES OF CLAIMS. (a) The Company agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Stockholder Employee, and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Stockholder Releasees”). The Company, anyone claiming through Employee or on its own Employee’s behalf, hereby fully waive and forever releases release the Stockholder Releasees, from, Company and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating the other Company Released Parties with respect to any matters of any kindand all claims, whether presently currently known or unknown, suspected that Employee now has or unsuspectedhas ever had against the Company or any of the other Company Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which Employee signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by Employee hereunder include, but are not limited to: all claims under the Age Discrimination in Employment Act; all claims under any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law; all claims arising out of Employee’s employment, compensation, other terms and conditions of employment, or termination from employment; all claims for employment discrimination, harassment, retaliation and failure to accommodate; and all contract, tort and other common law claims, including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel and unjust enrichment. Notwithstanding this Section 6(a), nothing in this Agreement shall waive or release any rights or claims of Employee: (w) to enforce this Agreement, the Severance Agreement and the Indemnification Agreement, (x) to any rights under the Company’s Retirement Savings Plan, the SKERP or the Equity Awards that were vested prior to the date on which Employee executes this Agreement, (y) to any claims for indemnification arising under the Company’s articles of incorporation, bylaws or applicable insurance coverages as in effect or amended from time to time or Employee’s Indemnification Agreement (it being understood and agreed that this Agreement does not create or expand upon any such rights (if any) to indemnification), or (z) to any claims that cannot be waived by an employee under applicable law. b) The Company hereby waives and releases the Employee and the other Employee Released Parties with respect to any and all claims, whether currently known or unknown, that the Company may possess now has or has ever had against Employee or any of the other Employee Released Parties arising from or related to any omissionsact, acts omission, or facts that have occurred up until and including thing occurring or existing at any time prior to or on the date hereof includingon which the Company signs this Agreement, without limitation: provided that the waivers and releases in this Section 6(b) do not release any rights or claims of the Company with respect to (i) any and all claims relating to or arising from the Note (other than the obligations incurred by the parties under enforcing this Agreement); , the Severance Agreement or the Equity Awards or (ii) any claims arising out of Employee’s fraud, embezzlement or other criminal misconduct (except that this Section 6(b) in no way limits any of Employee’s rights to indemnification under his Indemnification Agreement or applicable law). c) To the extent permitted by law, Employee agrees that if any claim is made based on any matter released herein, Employee hereby waives, and all claims relating agrees that Employee shall not be entitled to or arising from the Company’s relationship with the Stockholder recover and the termination Released Parties shall not be liable for, any further monetary or other relief arising out of or related to any such matter, for any actual or alleged personal injury or damages to Employee, including without limitation any costs, expenses and attorneys’ fees incurred by or on behalf of Employee (it being understood, however, that relationship; (iii) any and all claims relating to, or arising from, the Stockholderthis Agreement does not limit Employee’s right to purchase, receive an award from a governmental or actual purchase of securities of the Company, including, without limitation, any claims regulatory entity for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate lawinformation provided to such an entity, and securities fraud under any state not as compensation for actual or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited alleged personal injury or damages to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Company acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Company shall be responsible to the Stockholder for all costs, attorneys’ fees and any and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provisionEmployee). (b) The Stockholder agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Company and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Company Releasees”). The Stockholder, on its own behalf, hereby fully and forever releases the Company Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Stockholder may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) any and all claims relating to or arising from the Shares (other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the Stockholder’s relationship with the Company and the termination of that relationship; (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Stockholder shall be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provision.

RELEASES OF CLAIMS. (a) The Company Xxxxxxxx agrees that the consideration set forth Company’s obligations in this Agreement (compliance with its obligations in Sections 1, 2(a), 2(c)each constituting independent conditions precedent to Zydowsky’s release) represents settlement in full of all outstanding obligations owed to Xxxxxxxx by to it (and any and all actual and/or potential claims by Xxxxxxxx against) the Stockholder Company and its current and former predecessors, successors, divisions, subsidiaries, officers, directors, investors, attorneys, stockholders, managers, supervisors, agents and employees. Xxxxxxxx hereby fully and forever releases the Company and its officers, directors, employees, agents, employeesinvestors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations corporations, and assigns (“collectively, the “Stockholder Company Releasees”), from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue (except to enforce the Agreement and related surviving rights), any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Xxxxxxxx may possess against any of the Company Releasees arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement. (b) The Company agrees that Zydowsky’s obligations in this Agreement (compliance with her material obligations each constituting independent conditions precedent to the Company’s release) represent settlement in full of all outstanding obligations owed to the Company Releasees by (and any and all actual and/or potential claims by the Company against) Xxxxxxxx and her respective heirs, family members, executors, attorneys, agents and assigns. The Company, on its own behalf, and (to the fullest extent allowed) on behalf of its divisions, subsidiaries, predecessor and successor corporations, hereby fully and forever releases Xxxxxxxx and her respective heirs, family members, and executors, agents, attorneys and assigns (collectively, the Stockholder “Xxxxxxxx Releasees”), from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company and/or the Company Releasees may possess against Xxxxxxxx and/or any of the Xxxxxxxx Releasees, arising from any omissions, acts or facts that have occurred up until and including the date hereof includingEffective Date of this Agreement. and that are known, or in the exercise of reasonable diligence should be known to, the Company’s Board of Directors. (c) The above releases include, without limitation: (i) any and all claims relating to or arising from out of Zydowsky’s employment relationship with the Note Company and the termination of that relationship (other than except for any claims for indemnity arising under the obligations incurred by Indemnity Agreement and/or the parties under this Agreementindemnification provisions of the Company’s Certificate of Incorporation and Bylaws); (ii) any and all claims relating to or arising from the Company’s relationship with the Stockholder and the termination of that relationship; (iii) any and all claims relating to, or arising from, the StockholderZydowsky’s right to purchase, or actual purchase of securities shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iviii) any and all claims under the law for wrongful discharge of any jurisdiction including, but not limited to claims based upon or relating to: employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; (iv) any and all claims for violation of any federal, state or conversionmunicipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the California Family Rights Act; the California Fair Employment and Housing Act; and the California Labor Code; (v) any and all claims for violation of the federal, or any state, constitution; (vi) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (vii) any claim for any loss, cost, damage, or expense arising out of any dispute over either the non-withholding or other tax treatment only of any of the proceeds paid to Xxxxxxxx as a result of this Agreement; and (viviii) any and all claims for attorneys’ fees and costs. , not paid herein. (d) The Company and the Stockholder Parties agree that the release releases set forth in this section Paragraph 4 shall be and remain in effect in all respects as a complete general release releases as to the matters released. This release does These releases expressly do not extend to any obligations incurred under (or excepted in) this Agreement. The Company acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Company shall be responsible to the Stockholder for all costs, attorneys’ fees and any and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provision. (be) The Stockholder agrees In accordance with the Older Workers Benefit Protection Act of 1990, Xxxxxxxx confirms that she has been advised of and is aware of the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Company and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Company Releasees”). The Stockholder, on its own behalf, hereby fully and forever releases the Company Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Stockholder may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitationfollowing: (i) any and all claims relating She has the right to or arising from the Shares (other than the obligations incurred by the parties under consult with an attorney before signing this Agreement); (ii) any and all claims relating to or arising She has twenty-one (21) days from the Stockholder’s relationship with the Company and the termination date she receives a copy of that relationshipthis Agreement to consider it; (iii) any and all claims relating to, or arising from, She may waive the Stockholder’s right above described twenty-one (21) day notice period by signing this Agreement prior to purchase, or actual purchase of securities expiration of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;notice period; and (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; She has seven (v7) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of days after signing this Agreement shall constitute a material breach to revoke her acceptance of it, and this Agreement. Except as provided by law, the Stockholder shall Agreement will not be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provisioneffective until that revocation period has expired.

RELEASES OF CLAIMS. (a) The Company agrees that Subject to the consideration qualifications set forth in this Agreement represents settlement in full of all outstanding obligations owed by Agreement, each Party, on his/its own behalf, otherwise hereby releases both the other Party and (to it by the Stockholder and its current fullest extent applicable except as otherwise limited herein) that Party’s spouses, heirs, legal counsel, present and former officers, officers and directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, representatives, agents, benefit plans, plan administrators, insurers, divisions, subsidiariesinvestors, predecessor and successor corporations shareholders, predecessors, successors, and assigns (collectively, the “Stockholder Releasees”). The Company) from all claims, on its own behalfcomplaints, hereby fully and forever releases the Stockholder Releaseesactions, fromcauses of action, and agrees not to xxx concerning, demands or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action obligations relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company which either Party (or his/its, representatives, agents, predecessors, successors, and assigns) currently may possess against any of the other Party’s Releasees arising from any omissions, acts acts, facts, or facts damages that have occurred up until and including the date hereof includingEffective Date of this Agreement, including generally, without limitationlimitation beyond those specifically enumerated in Paragraphs 1 and 4 of this Agreement, claims: (i) any and all claims a. relating to or arising from the Note (other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the CompanyEmployee’s employment relationship with the Stockholder Company and the termination of that relationship; (iii) any and all claims b. relating to, to or arising from, the Stockholderfrom Employee’s right to purchase, or actual purchase of securities of the CompanyCompany stock, including, without limitation, any related claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law c. for wrongful discharge of any jurisdiction including, but not limited to claims based upon or relating to: employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; or false imprisonment; conversion; and disability benefits; (v) d. for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and all claims Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; e. for violation of the federal, federal or any state, state constitution; f. arising out of any other laws and regulations relating to employment or employment discrimination; and (vi) any and all claims g. for attorneys’ fees and costs. The Company and the Stockholder Parties agree that the release releases set forth in this section shall be and remain in effect in all respects as a complete general release releases as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Company acknowledges Nevertheless, none of the waivers and agrees that any breach of any provision of releases anywhere in this Agreement shall constitute waive, release, apply to and/or limit in any way either: (1) Employee’s (and any eligible dependents, only if and where applicable) already legally accrued and/or vested rights (if any) insurance-related benefits from a material breach of this Agreement. Except as provided by lawCompany (or Company-related) insurance provider under any Company insurance-related plans stemming from Employee’s Company: Board role and/or employment; (2) Employee’s rights (to the extent otherwise qualified) to workers’ compensation, unemployment benefits (the Company shall be responsible agreeing that it has not, and so long as Employee executes and materially complies with this Agreement will not, assert any disqualifying basis with respect to the Stockholder Employee’s eligibility for all costssuch unemployment benefits in any manner), attorneys’ fees ERISA-related rights, and any all rights which cannot legally be waived; (3) Employee’s (pre-existing only) rights to indemnification, duty to defend and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provision. (b) The Stockholder agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it be held harmless by the Company and its current and former officerspursuant to any pre-existing contracts, directorsapplicable insurance (e.g., investors“D&O”) policies, attorneysstatutes, stockholderscommon law obligations, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns or otherwise; (the “Company Releasees”). The Stockholder, on its own behalf, hereby fully and forever releases 4) Employee’s claims should the Company have misreported, not reported or untimely reported (in part or in whole) anything related to his past compensation as a Company employee to the appropriate taxing authorities; (5) the Parties’ rights to enforce the Agreement; (6) the Parties’ rights to raise claims for the other Parties’ (and associated Releasees, from’) future actions or inactions, and agrees not (7) Employee’s already legally accrued and/or vested rights to xxx concerninghis retirement funds contained in his 401(k) account with the Company. Each Party represents that he/it has made no assignment or transfer of any right, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or obligation, demand, cause of action relating to any matters of any kindaction, whether presently known or unknown, suspected other matter waived or unsuspected, that the Stockholder may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) any and all claims relating to or arising from the Shares (other than the obligations incurred released by the parties under this Agreement); (ii) any and all claims relating to or arising from the Stockholder’s relationship with the Company and the termination of that relationship; (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Stockholder shall be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provision.

RELEASES OF CLAIMS. (a) The In consideration of the benefits to be provided to you hereunder, you hereby release, waive and forever discharge the Company agrees that the consideration set forth in this Agreement represents settlement in full of and all outstanding obligations owed by to it by the Stockholder and its current and former officersthose persons, employees, directors, investorsagents and entities affiliated with it, attorneysin each case, stockholdersonly in such person’s official capacity as such, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor from and successor corporations and assigns (the “Stockholder Releasees”). The Company, on its own behalf, hereby fully and forever releases the Stockholder Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) against any and all claims claims, rights and causes of action (whether individual in nature or to be asserted as part of a class of which you could otherwise be a member) now existing, both known and unknown, relating to or arising from the Note (out of your employment, shareholder and/or other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the Company’s relationship with the Stockholder and the termination of that relationship; (iii) any and all claims relating to, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, but not limited to claims based upon or relating to: discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; invasion of privacy; or conversion; (v) any and all claims for violation of the federal, or any state, constitution; and (vi) any and all claims for attorneys’ fees and costs. The Company and the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Company acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Company shall be responsible to the Stockholder for all costs, attorneys’ fees and any and all damages incurred by the Stockholder defending against a claim or suit brought or pursued by Stockholder in violation of this provision. (b) The Stockholder agrees that the consideration set forth in this Agreement represents settlement in full of all outstanding obligations owed by to it by the Company and its current and former officers, directors, investors, attorneys, stockholders, managers, supervisors, agents, employees, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Company Releasees”). The Stockholder, on its own behalf, hereby fully and forever releases the Company Releasees, from, and agrees not to xxx concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Stockholder may possess arising from any omissions, acts or facts that have occurred up until and including the date hereof including, without limitation: (i) any and all claims relating to or arising from the Shares (other than the obligations incurred by the parties under this Agreement); (ii) any and all claims relating to or arising from the Stockholder’s relationship with the Company and the termination of that relationship; (iii) any and all claims relating tosuch relationships, or arising from, the Stockholder’s right to purchase, or actual purchase of securities of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iv) any and all claims under the law of any jurisdiction including, including but not limited to all claims based upon or relating to: discrimination; of breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantagemisrepresentation, wrongful discharge, and claims of alleged violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, state and federal securities laws, and any other local, state, or federal regulation or other requirement. It is agreed and understood that the foregoing release does not waive any of your following rights: (i) to be paid or receive the benefits to be provided to you as set forth herein; unfair business practices(ii) to enforce the terms of this Agreement; defamation(iii) to access any benefit to which you are entitled under the Company’s pension and welfare plans ; libel(iv) to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or similar state agency or otherwise participate in an investigation or proceeding conducted by the EEOC or similar state agency (it being understood that you are in all events waiving the right to participate economically in any legal remedy that may result from same); slander; negligence; invasion of privacy; or conversion; (v) to avail yourself of any rights to insurance or indemnification that you may have (including with respect to matters that are the subject of this release) under the Company’s articles, by-laws or applicable insurance policies, under applicable law, and all claims for violation of under any agreement between you and the federal, or any state, constitutionCompany; and and (vi) any and all to pursue claims for attorneys’ fees and costs. The Company and arising solely after the Stockholder agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. The Stockholder acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement. Except as provided by law, the Stockholder shall be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company defending against a claim or suit brought or pursued by Company in violation of this provisiondate hereof.