Common use of Resignation and Release Clause in Contracts

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Employment Agreement - Xxxxxxx X. Xxxxxxxxx EXECUTION COPY February 2018 Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement Each of the Transferees shall use its reasonable best efforts (i) to cause each Offeree to resign, effective from the Closing Date, from all of his or her job positions held with LBHI or any other Releasee, and (ii) to cause each Offeree who accepts a position with the Transferees to execute and deliver to the contraryXxxxxx Parties, unless as soon as practicable from the Company provides otherwisedate hereof and no later than eight calendar days prior to the Closing Date, upon a release substantially in the form set forth in Exhibit B (or in such other form as may be reasonably acceptable to the Xxxxxx Parties) in respect of any and all severance, performance bonus, other bonus or other payments payable or liabilities arising in connection with the employment or the termination of employment for of such Offeree (any reasonsuch payments or liabilities, Executive shall be deemed to have resigned as an "Employment Claim") with LBHI or any other Releasee (a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company"Transferred Employee Release"). In order the event that any Offeree shall fail to be eligible to receive any payments execute a Transferred Employee Release no later than fourteen calendar days after the Closing Date or benefits hereunder as a result of revokes the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring executed Transferred Employee Release prior to the date of said releasewhen such Transferred Employee Release becomes irrevocable, including any and all possible claims, known or unknown, which could have been asserted against (A) the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release Transferees shall except out therefromnot, and acknowledge the Executive’s continuing rights with respect shall eause their directors, officers, employees and Affiliates not to, the following: (i) all vested rights that the Executive may have under all welfaredirectly or indirectly, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment terminationhire, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreementemploy or otherwise engage any such Offeree, and (iiiB) all rights that the Executive may have Current Investment Advisor or other Xxxxxx Party, as applicable, shall withhold from the payment of the Accrued Compensation Amount pursuant to Section 6.3 such Offeree's portion of the Accrued Compensation Amount and such Offeree's portion of the Accrued Compensation Amount shall not be re-allocated to the remaining members of the NewCo Team and shall not be otherwise payable on the Closing Date or thereafter. For the avoidance of doubt, the Transferees shall not, and shall cause their directors, officers, employees and Affiliates not to, directly or indirectly, hire, employ or otherwise engage any Offeree until such Offeree has executed the Transferred Employee Release (by no later than the fourteenth day immediately following the termination Closing) and not revoked it during the period of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18thereof.

Resignation and Release. Notwithstanding anything in this Agreement to the contraryI, unless the Company provides otherwise[ ], upon termination of employment for any reason, Executive shall be deemed to have resigned do hereby resign as a member of the Board of Directors of the Company, if applicabledirector and officer of, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related other offices, positions or other affiliations with, Fulcrum Retail Holdings LLC, a Texas limited liability company (“FRH”), and each of its direct and indirect subsidiaries, effective as of the Closing Date, as defined in that certain Purchase and Sale Agreement, dated as of August 24, 2011 (the “Purchase Agreement”), by and among Just Energy (U.S.) Corp., Just Energy Group Inc., FRH and Fulcrum Power Services L.P. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. Further, I do hereby irrevocably and unconditionally release, acquit and forever discharge, to the Executive’s employment with the Company; termination fullest extent permitted by law, each member of the Executive’s employment; all matters alleged Company Group and their respective subsidiaries and affiliated companies, and each of their respective past, present or which could have been alleged in future officers, managers, directors, stockholders, partners, members, affiliates, employees, counsel and agents (each, a charge or complaint “Company Party” and collectively, the “Company Parties”) of, from and against the Company; any and all injuriesactions, losses causes of action, claims, obligations, liabilities, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether in law or damages to Employeein equity, including any claims for attorney’s fees; any and all claims relating to the conduct that I or my successors or assigns ever had, now have or may have on or by reason of any employeematter, servantcause or thing whatsoever to and including the Closing Date, officerincluding, director without limitation, claims which I have or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted had against the Company Parties by reason of, arising out of, related to, or resulting from my serving as a director and/or officer of any member of the Company’s employeesCompany Group. I hereby agree not to, and agree to cause my respective assigns, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefromattorneys and legal representatives, and acknowledge the Executive’s continuing rights with respect each of their respective successors and assigns, not to, assert any claim released hereunder against the Company Parties. The release set forth in the above paragraph shall in no way acquit, remise, release or discharge any claims or rights of the undersigned against the Company Parties relating to any of the following: (i) all vested any rights of the undersigned to any accrued but unpaid salary, any accrued but unused vacation, and any accrued but unused paid time off in connection with the undersigned’s employment by any member of the Company Group; and (ii) any rights that the Executive undersigned may have under all welfare, retirement and other plans and programs to indemnification or exculpation pursuant to the Governing Documents of any member of the Company in which Group. I represent and warrant that: (a) I have carefully read the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this AgreementResignation and Release; (b) I have had the opportunity to confer with counsel and enter into this Resignation and Release voluntarily and of my own free will; (c) I enter into this Resignation and Release relying solely upon my own judgment and the judgment of my legal counsel; (d) I have the full legal right, including without limitation Section 18.power and capacity to execute this Resignation and Release; (e) the releases provided herein are not based on any representation of any party hereto as to the merit, legal liability or value of any claim or claims released herein; and (f) I have not assigned, sold, conveyed or otherwise transferred any claims that I have, had or will have against the Company Parties. (Signature on following page)

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless in order to be eligible to receive any payments or benefits hereunder as a result of the Company provides otherwise, upon termination of employment for any reasonthe Employee's employment, Executive shall be deemed in addition to have resigned fulfilling all other conditions precedent to such receipt, the Employee or the Employee's legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities Entities, and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must (B) within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the Executive’s Employee's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s Employee's employment with the Company; termination of the Executive’s Employee's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s Employee's continuing rights with respect to, the following: (i) all vested rights that the Executive Employee may have under all welfare, retirement and other plans and programs of the Company in which the Executive Employee was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the ExecutiveEmployee, (ii) all continuing rights that the Executive Employee may have under this Agreement, and (iii) all rights that the Executive Employee may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive Employee is a party which provide for indemnification, insurance or other, similar coverage for the Executive Employee with respect to his actions or inactions as an officer, employee and/or member of the Board. Employee may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.18.(l)

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s 's employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s 's legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s 's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s 's employment with the Company; termination of the Executive’s 's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s 's continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive's employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive's employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive's actions or inactions as an officer, employee and/or member of the Board, and (iv) claims which by law cannot be waived by signing this Agreement. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive Employee shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1810. 6.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive Employee shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.10. 5 (d)

Resignation and Release. Notwithstanding anything in this Agreement to the contraryI, unless the Company provides otherwise[ ], upon termination of employment for any reason, Executive shall be deemed to have resigned do hereby resign as a member of the Board of Directors of the Company, if applicabledirector and officer of, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related other offices, positions or other affiliations with, Xxxxxx Energy Corp., a Delaware corporation (“HEC”), Xxxxxx Parent Holdings LLC, a Delaware limited liability company (“HPH”), and each of its direct and indirect subsidiaries, effective as of the Closing Date, as defined in that certain Equity Interest Purchase Agreement dated as of April 19, 2010 (the “Purchase Agreement”), by and among the Purchaser, HEC, HPH, the stockholders of HEC, the members of HPH and Lake Capital Partners LP, as Sellers’ Representative. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. Further, I do hereby irrevocably and unconditionally release, acquit and forever discharge, to the Executive’s employment with fullest extent permitted by law, HEC, HPH and their respective subsidiaries, and each of their respective past, present or future officers, managers, directors, stockholders, partners, members, affiliates, employees, counsel and agents (each, a “Company Party” and collectively, the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint “Company Parties”) of, from and against the Company; any and all injuriesactions, losses causes of action, claims, obligations, liabilities, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether in law or damages to Employeein equity, including any claims for attorney’s fees; any and all claims relating to the conduct that I or my successors or assigns ever had, now have or may have on or by reason of any employeematter, servantcause or thing whatsoever to and including the Closing Date (“Claims”), officerincluding, director without limitation, claims which I have or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted had against the Company Parties by reason of, arising out of, related to, or resulting from my serving as a director and/or officer of any member of the Company’s employeesCompany Group. I hereby agree not to, and agree to cause my respective assigns, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefromattorneys and legal representatives, and acknowledge the Executive’s continuing rights with respect each of their respective successors and assigns, not to, assert any claim against the Company Parties. The release set forth in the above paragraph shall in no way acquit, remise, release or discharge any Claims or rights of the undersigned (i) against the Company Parties relating to any of the following: (iA) all vested any of the Employee Benefit Plans or other qualified or non qualified funds, plans or arrangements in which the undersigned may have an interest; (B) the undersigned’s right to be indemnified by the Company Parties, whether by contract, statute or common law, in respect of his, her or its services as an employee, officer, shareholder and/or equityholder of any of the Company Parties as provided by law or any of the Company Parties’ governing documents; or (C) any Claim to the extent that release of such Claim would impair the undersigned’s ability to recover amounts otherwise due and owing under any insurance policy that exists on or prior to the Closing Date or any renewal or replacement of such policy; and (ii) against the Purchaser Indemnified Parties, or any other Seller relating to or in connection with (A) a breach of any agreement entered into on the date hereof or in the future in connection with the transactions contemplated by the Purchase Agreement by a Seller in his or her individual capacity, including any employment agreement entered into between the Company Parties, Purchaser or any of its Subsidiaries and any such Seller in connection with the transactions contemplated by the Purchase Agreement, or (B) Claims that cannot be waived as a matter of Law, including Claims under applicable state and federal securities’ laws and Claims for fraud. I represent and warrant that: (a) I have carefully read the provisions of this Resignation and Release; (b) I have had the opportunity to confer with counsel and enter into this Resignation and Release voluntarily and of my own free will; (c) I enter into this Resignation and Release relying solely upon my own judgment; (d) I have the full legal right, power and capacity to execute this Resignation and Release; (e) the releases provided herein are not based on any representation of any party hereto as to the merit, legal liability or value of any claim or claims released herein; and (f) I have not assigned, sold, conveyed or otherwise transferred any claims that I have, had or will have against the Company Parties. Without limiting the generality of the foregoing, this Resignation and Release shall not affect any rights that the Executive undersigned may have under all welfare, retirement and other plans and programs to indemnification or exculpation pursuant to the Governing Documents of any member of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18Group.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, Employment Agreement – Xxxxxxx X. Xxxxxxxx – EXECUTION COPY – September 2018 insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Employment Agreement – Xxxx Xxxxxxx (TM ID 546893) Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive’s employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive’s employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive’s actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Employment Agreement – Xxxxxx X. Xxxxx – EXECUTION COPY - August 2018 Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for Employment Agreement - Xxxxx XxXxxxxx - EXECUTION COPY - July 2019 any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s 's employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s 's legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s 's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s 's employment with the Company; termination of the Executive’s 's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s 's continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the To: The Board of Directors of Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.) Reference is made to that certain Agreement and Plan of Merger dated March 9, 2012 (the Company“Merger Agreement”), if applicableby and among Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.), a Nevada corporation (“Parent”), Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”), pursuant to which (i) Oryon shall be merged with and into Merger Sub at the Effective Time of the Merger (as defined in Section 1.3 of the Merger Agreement) (the “Merger”); (ii) the separate limited liability company existence of Oryon shall cease; (iii) Merger Sub shall continue as the surviving limited liability company entity (the “Surviving Entity”) and shall succeed to and assume all the rights, properties, liabilities and obligations of Oryon; and (iv) Parent shall issue shares (the “Shares”) of Parent’s common stock, par value $0.001 per share (“Parent Common Stock”), in such amounts and to the members of Oryon as set forth on Exhibit B to the Merger Agreement. In order to induce Oryon to close the Merger transaction contemplated by the Merger Agreement, the undersigned hereby agrees as set forth below. The undersigned hereby resigns all positions of the undersigned as an officer, director, manager and director or employee of Parent, Merger Sub and any other subsidiary of Parent, if any, effective as of the Company and its Related Entities and shall execute any documents and take any actions to effect Effective Time of the foregoing as requested Merger contemplated by the CompanyMerger Agreement. In order The undersigned acknowledges and agrees that no amounts of money or property of any kind are owed or payable to be eligible the undersigned by Parent or Merger Sub, no stock, options or other securities of Parent or Merger Sub are issuable to receive the undersigned and no property, assets or rights of any payments kind are distributable to or benefits hereunder owed to the undersigned by parent or Merger Sub for compensation, repayment of indebtedness, reimbursement of expenses or any other reason whatsoever. Effective as a result of the termination Effective Time of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receiptMerger and surviving indefinitely, the Executive or undersigned, on the Executiveundersigned’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form behalf and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive undersigned’s heirs, legal successors, administrators, executors and assigns (collectively, the Executive’s estate“Releasing Parties”), heirs hereby irrevocably waives, releases and representativesdischarges, releasing absolutely and forever, Parent, Merger Sub, the Company, its Related Entities Surviving Entity and each and all of the Company’s their respective present and such Related Entities’ respective former officers, directors, shareholders, equity holders, beneficial owners, employees, membersattorneys, managersrepresentatives, agents, independent contractors, representatives, shareholders, successors executors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce collectively, the provisions thereof“Released Parties”) from any and all claims related liabilities to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct Releasing Parties of any kind and nature whatsoever, whether in the undersigned’s capacity as a present or former officer, director, shareholder, equity holder, beneficial owner, employee, servantattorney, officerrepresentative, director agent, executor or agent assign of the Company; and any and all mattersReleased Party or otherwise (including in respect of any rights of contribution or indemnification) in respect of facts, transactions events, circumstances or things conditions occurring or arising prior to the date consummation of said releasethe transactions contemplated by the Merger Agreement, including in each case whether absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise at law or equity, whether in administrative proceedings or in arbitration and all possible claims, whether known or unknown, which could have been asserted against suspected or unsuspected, material or immaterial, absolute or contingent, direct or indirect or nominally or beneficially claimed or processed (the Company “Released Claims”). The undersigned acknowledges that the Released Claims shall include any claims relating to any shares of Parent Common Stock issued or transferred to the Company’s employeesundersigned, agents, servants, officers any rights to acquire shares of Parent Common Stock and any transfer or directorsother disposition of shares of Parent Common Stock by the undersigned. Notwithstanding The undersigned acknowledges that there is a possibility that subsequent to the foregoingexecution of this Resignation and Release, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights undersigned may discover facts or claims that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating were unknown or unsuspected at the time this Resignation and Release was executed and which, if known by a Releasing Party at that time, may have materially affected the undersigned’s decision to execute this Resignation and Release and the release contained herein, the undersigned is assuming any risk of his employment termination, including all equity plans such unknown facts and programs such unknown and unsuspected claims. Effective as of the Company Effective Time of the Merger, the undersigned hereby covenants not to (and the undersigned shall cause each of its Released Parties not to) bring any claims, suits or actions arising out of, related to, in respect of or in connection with the Released Claims against any of the Released Parties. In addition, the undersigned hereby covenants not to (and the undersigned shall cause each of its Releasing parties not to) bring any claim, suit or action arising out of, related to, in respect to which equity awards were made to of or in connection with the Executive, (ii) all continuing rights that Released Claims against any of the Executive former or current officers or directors of any Released Party. This Resignation and Release may have under this Agreementbe executed and delivered by facsimile or by any other electronic reproduction, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation this Resignation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company Release shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound same effect as execution by the post-termination provisions of this Agreement, including without limitation Section 18original signature.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive’s employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive’s employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive’s actions or inactions as an officer, employee and/or member of the Board, and (iv) claims which by law cannot be waived by signing this Agreement. The Company confirms that it will maintain applicable directors and officers (D&O) insurance coverage for its directors and officers, including the Executive during the Executive’s employment period. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no Employment Agreement – Xxxx Xxxxxxxxx EXECUTION VERSION obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section Paragraph 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive Employee shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1810.

Resignation and Release. Notwithstanding anything Notwithue in this Agreement to the contrary, unless to be eligible to receive any payments or benefits below due to the Company provides otherwise, upon termination of employment for any reasonthe Employee's employment, Executive shall be deemed in addition to have resigned the fulfillment of all other conditions preceding such receipt, the Employee or the Employee's legal representative must: (A) within 10 days of the termination date, as a member of the Board of Directors of the Company. , if applicable, and as an officer, directorDirector, manager and employee of the Company and its Related Entities related entities, and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must (B) within 21 days (or such other period as required under applicable law) after of the presentation of a release in form and substance reasonably satisfactory to the Company and its legal counseladvice, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the Executive’s Employee's estate, heirs and representatives, releasing the release of the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers's , directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns indicators (all of which persons and entities shall be third party beneficiaries of such release may be with full power to enforce the provisions thereof) from of any and all claims related to the Executive’s Employee's employment with the Company; termination of the Executive’s Employee's employment; all matters alleged claimed or which who could have been alleged be claimed in a charge complaint or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct actions of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to that take place before the date of the said release, including any and all possible claims, known or unknown, which could have been asserted be claimed against the Company or the Company’s 's employees, agents, servants, officers officials or directors. Notwithstanding the foregoingstarters, the form of release shall shall, except out therefromthereon, and acknowledge the Executive’s continuing Employee's continued rights with in respect toof, the following: (i) all vested confirmed rights that the Executive Employee may have under all welfare, retirement and other plans and programs programmes of the Company in which the Executive was participating Employee may have at the time of his employment termination, service ending including all equity share plans and programs programmes of the Company with in respect to of which equity awards were made to the ExecutiveEmployee meets the , (ii) all continuing rights ongoing that the Executive may have under Employee in terms of this Agreement, and (iii) all rights that the Executive Employee may have following follow after the termination of his its employment under in terms of the Company’s 's Certificate of Incorporation and BylawsBy-law, any applicable Company insurance Insurance and any indemnity agreements to which the Executive Employee is a party which provide that provides for indemnificationindemnity, insurance or other, similar coverage for the Executive with respect Employee in relation to his actions or inactions as an officerinactions. , employee and/or member and employee. Employee may, within five working days after receiving the Company from the form of release, comment to the Company regarding material provisions of the Boardform of release, which the Company will consider in good profit. For clarificationclarity, unless and until the Executive executes and does not, within any applicable revocation period, revoke Employee performs the release, the Company shall have no obligation to make any Termination Payment termination payment to the ExecutiveEmployee, and, and even if the Executive Employee does not execute carry out the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 18.the