Common use of Waiver and Release Clause in Contracts

Waiver and Release. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments and other benefits due to [•] (described in the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Offer Letter, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good on behalf of Executive and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns (the “Related Parties”), attorneyseffective the Release Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of, of or related to, his attributable to Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to employmentany equity, includingequity-based or other incentive compensation].1 This release of claims includes, without limitation but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.1967 (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any and all state or local laws regarding employment discrimination and/or other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type or description regarding employment, including but not limited that Executive is entitled to any claims arising from or derivative pursuant to the terms thereof as a result of the Executive’s his employment with the Affiliated EntitiesCompany, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as well an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any and all such claims under state contract or tort law.of its Affiliates].2

Waiver and Release. For Pursuant to Section [4(c)(i)] / [4(e)(i)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors’ and officers’ liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated Entities, as well as Fund Incentives; and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and all such including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For and Subject in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant all respects to the Employment Agreement Retained Rights (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”such term is defined below), which shall remain with me and are not waived, released, discharged or affected in any way by this Waiver, I and between UAP Holding Corp. anyone claiming through me (the “Company”) and the Executiveincluding my agents, and for other good and valuable considerationrepresentatives, the Executive hereby agreesassigns, for the Executive’s heirs, beneficiaries, deviseesexecutors and administrators) hereby irrevocably, executorsunconditionally and forever waive, administratorsrelease and discharge Verso, attorneysits direct and indirect parents, personal representativessubsidiaries and other affiliates, its and their respective predecessors, successors and assigns, to forever releaseand its and their respective former, discharge current and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing membersfuture stockholders, members, officerspartners, directors, trusteesofficers, managers, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneysattorneys and insurers (collectively, insurers and fiduciaries, past, present and future (the “Released PartiesReleasees”) from any and all claims claims, causes of action, charges, complaints, demands and rights of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesnature whatsoever, whether known or unknown unknown, and whether fixed or contingent, arising from, based on, or relating to my employment with Verso, the Executiveending of my employment with Verso, by reason my status at any time as a holder of facts which have occurred on any securities of any Releasee, any act or omission of any Releasee occurring prior to or on the date that of my signature to this Waiver set forth below (the Executive has signed this Release. Such released claims include“Execution Date”), without limitationand any dealing, transaction or event involving any Releasee occurring prior to or on the Execution Date, including any and all claims relating to such claims, causes of action, charges, complaints, demands and rights under the foregoing under federalCivil Rights Act of 1866, state or local laws pertaining to employmentthe Civil Rights Act of 1871, includingthe Fair Labor Standards Act of 1938, without limitation the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amendedthe Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 701 et. seq.the Worker Adjustment and Retraining Notification Act of 1988, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 19921993, 29 U.S.C. the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, all laws of the State of Ohio relating to any subject matter covered by the foregoing laws of the United States of America (including Ohio Revised Code Section 2601 et. seq.4112), and any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law, rule, regulation or common law, in each case as the same may be amended from time to time. This Waiver includes all wrongful termination and constructive discharge claims, all discrimination claims, all claims for compensation for the time worked and the services performed for Verso and each of the other Releasees, all claims (except the Retained Rights) relating to the Restrictive Covenant Agreement or any contract of employment (whether express or implied) with Verso or any of the other Releasees, all claims for the breach of any type covenant of good faith or description regarding employmentfair dealing whether express or implied), and any tort of any nature. This Waiver is for any relief or remedy, regardless of how it is denominated, including but wages, back pay, front pay, reinstatement, benefits, compensatory damages, punitive or exemplary damages, and attorneys’ fees and expenses. Notwithstanding any provision of this Waiver to the contrary, this Waiver does not limited apply to any claims claim or right that may not be waived under applicable law, any claim for my vested interest in any employee benefit plan, program or arrangement maintained by Verso or the benefits provided thereunder, any claim for unemployment insurance benefits or workers’ compensation, any claim arising from or derivative of relating to this Waiver, or any claim that may arise after the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawExecution Date.

Waiver and Release. For and in consideration Notwithstanding anything herein to the contrary, upon any Termination of the payments and Employment (other benefits than due to [•] death) (a) the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), Executive shall execute a release and waiver in form mutually agreed by and between UAP Holding Corp. (the “Company”) Executive and the ExecutiveCompany (which agreement neither party shall unreasonably withhold) which releases, waives, and for other good forever discharges the Company, its Affiliates, and valuable considerationtheir respective subsidiaries, the Executive hereby agreesaffiliates, for the Executive’s heirsemployees, beneficiariesofficers, deviseesshareholders, executorsmembers, administratorspartners, directors, agents, attorneys, personal representativespredecessors, successors and assigns, from and against any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages and obligations of every kind and nature in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to forever release, discharge any and covenant not to xxx all such claims and demands directly or indirectly arising out of or in any way connected with the Executive's employment with and services as a director of the Company and each of its respective divisionsAffiliates; claims or demands related to compensation or other amounts under any compensatory arrangement, affiliatesstock, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out ofstock options, or related to, his employment with any other ownership interests in the Company or any Affiliate, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of its affiliates compensation or subsidiaries (collectivelyequity; claims pursuant to any federal, with the Companystate, local law, statute of cause of action including, but not limited to, the “Affiliated Entities”)federal Civil Rights Act of 1964, or to as amended; the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the federal Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of ; the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the federal Americans with Disabilities ActAct of 1990; tort law, contract law; wrongful discharge, discrimination; defamation; harassment; or emotional distress; provided that Executive's waiver and release shall not relieve the Companies from any of the following obligations, to the extent they are to be performed after the date of the release and waiver: (i) payment of amounts due under Sections 6.1, 6.2 or 6.3, as amendedapplicable, 42 U.S.C. (ii) any obligations under the. second sentence of Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.6.4, and (iii) payment of any gross-up amount due under Article VIII; and provided further that (x) neither party shall release the other from his or its obligations under Article IX of this agreement, to the extent such obligations are to be performed after the Date of Termination, and (y) Executive shall not be precluded from defending against Cause Claims (as defined in Section 6.5(b)); and (b) the Company shall execute a release and waiver in form mutually agreed by Executive and the Company (which agreement neither party shall unreasonably withhold) which releases, waives, and forever discharges the Executive and his executors, administrators, successors and assigns, from and against any and all state claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages and obligations of every kind and nature in law, equity, or local laws regarding employment discrimination and/or federalotherwise, state or local laws of any type or description regarding employmentknown and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims and demands directly or indirectly arising out of or in any way connected with the Executive's employment with or service as a director of the Company and its Affiliates, but excluding any such claims liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages or obligations arising out of or in any way connected with events, acts or conduct giving rise to or in any way connected with Executive's Termination of Employment for Cause ("Cause Claims"), provided, however, that (i) neither party shall release the other from his or its obligations under state contract or tort lawArticle IX of this agreement, to the extent such obligations are to be performed after the Date of Termination, and (ii) Executive shall not be precluded from defending against Cause Claims. (c) Executive hereby agrees that the execution of this Agreement is adequate consideration for the execution of such a release, and hereby acknowledges that the Company would not have executed this Agreement had Executive not agreed to execute such a release.

Waiver and Release. For a. Subject to Section 1(b) of this Waiver and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Release Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, on his own behalf and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s on behalf of his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors agents, successors, and assigns, to hereby unconditionally and irrevocably releases, waives, and forever release, discharge and covenant not to xxx discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branchessuccessors, predecessors, successorsand the subsidiaries, assignsdirectors, and, with respect to such entities, their managers, managing membersowners, members, shareholders, officers, directors, trustees, employees, agents, shareholdersand employees of the Company and its affiliates, administratorsparents, general or limited partnerssuccessors, representativespredecessors, attorneysand subsidiaries (collectively, insurers and fiduciaries, past, present and future (all of the foregoing are referred to as the “Released PartiesEmployer”) ), from any and all claims causes of any kind arising out ofaction, claims, obligations, liabilities, and damages, including attorneys’ fees, whether in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesin equity, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on foreseen or prior to unforeseen, presently asserted or otherwise arising through the date that of his signing of the Executive has signed Waiver and Release Agreement, including but not limited to matters concerning his employment or separation from employment. Subject to Section 1(b) of this Release. Such released claims includeWaiver and Release Agreement, without limitationthis release includes, but is not limited to, any and all claims relating to the foregoing payments, benefits, or damages arising under federal, state or local laws pertaining to employment, any federal law (including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.the Age Discrimination in Employment Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.Executive Order 11246, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Genetic Information Nondiscrimination Act, the National Labor Relations Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances, or regulations (including, but not limited to, the Indiana Civil Rights Law, the Indiana Wage Payment and Wage Claims Act, and any and all other state or local laws regarding employment discrimination and/or federallaws, state ordinances, or local laws regulations including those requiring that advance notice be given of certain workforce reductions); and any type claim arising under any common law principle or description regarding employmentpublic policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy, or loss of consortium. b. Other than the Severance Payment and Compensation Accrued at Termination (as defined in the Employment Agreement), the Executive acknowledges and agrees that he is not entitled to and will not seek any further consideration for his service as an employee or agent of the Employer, including but not limited to, any other wages, commissions, bonus compensation of any kind, notice payment, severance, vacation pay, sick pay, pension benefits, compensation, or other benefits, except for the obligations of the Company (i) to make the Severance Payment, (ii) with respect to any claims arising vested and nonforfeitable rights under any award agreement entered into with the Executive pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended from time to time, and any successor plan thereto and under any other employee benefit plans or derivative programs of the Employer, (iii) under any indemnification agreement with the Executive’s , or (iv) under this Waiver and Release Agreement. c. The Executive understands that by signing this Waiver and Release Agreement that he is not waiving (i) any claims or administrative charges which cannot be waived by law, such as a claim challenging the validity of the release in this Waiver and Release Agreement; or (ii) his ability to provide any information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state, or local agency (including the Equal Employment Opportunity Commission) (“Government Agencies”) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Affiliated EntitiesCompany (other than with respect to those matters described in Section 1(b) and except as provided in Section 1(d)(iv) of this Waiver and Release Agreement). The Executive represents that he has not previously filed any claim or joined in any claim or suit against the Employer. d. The Executive further understands that, as well as notwithstanding anything herein to the contrary, nothing in this Waiver and Release Agreement shall (i) prohibit the Executive from making reports to Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency authorized to enforce laws against unlawful conduct, including discrimination; (ii) prohibit the Executive from making reports of possible violations of federal law or regulation to any Governmental Agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; (iii) require notification or prior approval by the Company of any reporting described in clauses (i) or (ii); or (iv) prohibit the Executive from receiving a reward paid by the Securities and Exchange Commission for providing information. The Executive understands that pursuant to 18 U.S.C. Section 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (x) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney solely for the purpose of reporting or investigation a suspected violation of law; or (y) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. e. The Executive further agrees without any reservation whatsoever, never to xxx the Employer or become a party to a lawsuit seeking monetary or other relief for himself on the basis of any and all such claims under state contract or tort lawof any type lawfully and validly released in this Waiver and Release Agreement.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (the “Executive”) made pursuant to Paragraph 2(c) the Employment Agreement sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges ChannelAdvisor (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, agents and representatives, attorneys, insurers ) of and fiduciaries, past, present and future (the “Released Parties”) from any and all claims debts, demands, actions, causes of any kind arising out ofaction, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or related toliability whatsoever of every name and nature, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executiveboth at Law and in Equity [[Applicable only if over 40 including, by reason way of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without example and not limitation, any rights and all claims relating to the foregoing arising under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, 29 U.S.C. Section 621, et seq.the Older Worker Benefit Protection Act], Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codes, the Fair Labor Standards ActEqual Pay Act of 1963, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amendedand any other state and federal employment discrimination laws, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Actbreach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, Employee Income Retirement Security Act of 1974, as amended, 42 U.S.C. Section 1981 etloss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct) which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any other event occurring prior to the date hereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms hereof. seqEmployee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to the articles and bylaws of ChannelAdvisor or applicable law. Also excluded from this Agreement are any claims which cannot be waived by law. Employee is waiving, however, Employee’s right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on Employee’s behalf. (b) In consideration of the execution of this Agreement by Employee, the Rehabilitation Act ChannelAdvisor hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges Employee of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and from any and all state debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff; demands or local laws regarding employment discrimination and/or federalliability whatsoever of every name and nature, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any both at Law and all such claims under state contract or tort law.in

Waiver and Release. For (a) In exchange for receiving the compensation and benefits described in consideration of the payments Separation Agreement, Executive does for himself and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever hereby release, acquit, and forever discharge and covenant not to xxx hold harmless the Company Companies and each of its respective their divisions, affiliatessubsidiaries and affiliated companies, subsidiaries, parents, branches, predecessors, and their respective successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders holding more than 5% of Holdings' outstanding common stock as of the Termination Date (and such shareholders' affiliates), employees, benefit and retirement plans (as well as trustees and administrators thereof) and agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers past and fiduciaries, past, present and future (the “"Released Parties”) "), of and from any and all claims actions, causes of any action, claims, demands, attorneys' fees, compensation, expenses, promises, covenants, and damages of whatever kind arising out ofor nature, in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesin equity, which the Executive now has has, had or may could have against the Released Partiesasserted, whether known or unknown to (the Executive"Claims"), by reason of facts which have occurred at common law or under any statute, rule, regulation, order or law, whether federal, state or local, or on or prior to the date that the Executive has signed this Release. Such released claims includeany grounds whatsoever, including, without limitation, any and all claims relating for any additional severance pay, vacation pay, bonus or other compensation, including, but not limited to, under the Term Sheet, Severance Plan or any other applicable severance plan or agreement; any and all claims of discrimination or harassment based on race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, disability, handicap, age or other unlawful discrimination; any and all claims arising under Title VII of the Federal Civil Rights Act; the Federal Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the New Jersey Law Against Discrimination; the Florida Civil Rights Act; or under any other state, federal, local or common law, with respect to any event, matter, claim, damage or injury arising out of his employment relationship with the Companies and/or the separation of such employment relationship, and/or with respect to any other claim, matter or event, from the beginning of the world to the foregoing under date of Executive's execution of this Release. (b) Executive understands that nothing contained in this Release limits his ability to communicate with, or file a complaint or charge with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission ("SEC"), the Department of Justice ("DOJ") or any other federal, state or local laws pertaining governmental agency or commission (collectively, "Governmental Agencies"), or otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, including providing documents or other information without notice to employmentthe Company; provided, however, that Executive may not disclose Company information that is protected by the attorney client privilege, except as expressly authorized by law. In the event any claim or suit is filed on Executive's behalf against any of the Released Parties by any person or entity, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amendedby any Governmental Agency, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Executive waives any and all state rights to recover monetary damages or local laws regarding employment discrimination and/or federalinjunctive relief in his favor; provided, state however, that this Release does not limit Executive's right to receive an award from the SEC or local laws of any type DOJ for information provided to the SEC or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawDOJ.

Waiver and Release. For (a) In exchange for receiving the compensation and benefits described in consideration of the payments Section 4 above, Executive does for himself and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever hereby release, acquit, and forever discharge and covenant not to xxx hold harmless the Company Companies and each of its respective their divisions, affiliatessubsidiaries and affiliated companies, subsidiaries, parents, branches, predecessors, and their respective successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders holding more than 5% of Holdings' outstanding common stock as of the Termination Date (and such shareholders' affiliates), employees, benefit and retirement plans (as well as trustees and administrators thereof) and agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers past and fiduciaries, past, present and future (the “"Released Parties”) "), of and from any and all claims actions, causes of any action, claims, demands, attorneys' fees, compensation, expenses, promises, covenants, and damages of whatever kind arising out ofor nature, in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesin equity, which the Executive now has has, had or may could have against the Released Partiesasserted, whether known or unknown to (the Executive"Claims"), by reason of facts which have occurred at common law or under any statute, rule, regulation, order or law, whether federal, state or local, or on or prior to the date that the Executive has signed this Release. Such released claims includeany grounds whatsoever, including, without limitation, any and all claims relating for any additional severance pay, vacation pay, bonus or other compensation, including, but not limited to, under the Term Sheet, Severance Plan or any other applicable severance plan or agreement; any and all claims of discrimination or harassment based on race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, disability, handicap, age or other 3 unlawful discrimination; any and all claims arising under Title VII of the Federal Civil Rights Act; the Federal Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the New Jersey Law Against Discrimination; the Florida Civil Rights Act; or under any other state, federal, local or common law, with respect to any event, matter, claim, damage or injury arising out of his employment relationship with the Companies and/or the separation of such employment relationship, and/or with respect to any other claim, matter or event, from the beginning of the world to the foregoing under date of Executive's execution of this Agreement. A further condition to Executive's receipt of the compensation and benefits described in Section 4 above is his execution and non-revocation of the Second Release, which must be executed within 21 days following the Termination Date. (b) Executive understands that nothing contained in this Agreement limits his ability to communicate with, or file a complaint or charge with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission ("SEC"), the Department of Justice ("DOJ") or any other federal, state or local laws pertaining governmental agency or commission (collectively, "Governmental Agencies"), or otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, including providing documents or other information without notice to employmentthe Company; provided, however, that Executive may not disclose Company information that is protected by the attorney client privilege, except as expressly authorized by law. In the event any claim or suit is filed on Executive's behalf against any of the Released Parties by any person or entity, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amendedby any Governmental Agency, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Executive waives any and all state rights to recover monetary damages or local laws regarding employment discrimination and/or federalinjunctive relief in his favor; provided, state however, that this Agreement does not limit Executive's right to receive an award from the SEC or local laws of any type DOJ for information provided to the SEC or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawDOJ.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. (b) For and in consideration of the payments and other benefits due to [•] (described in Section 1.02 of the “Executive”) pursuant to the Employment Agreement (the “Employment Severance Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good and valuable consideration, on behalf of the Executive hereby agrees, for and the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns, attorneyseffective the Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates, their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which the Executive had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including but not limited to any claim arising out of, of or related to, his attributable to the Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, the Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentlaw dealing with discrimination based on age, includingrace, without limitation sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all state or local laws regarding employment discrimination and/or other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. (c) The Executive specifically releases all claims against the Group and each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. (d) The Executive represents that the Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any type lawsuit, complaint, charge, proceeding or description regarding employmentthe like, including but before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not limited do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims arising from or derivative relating to the termination of the Executive’s employment with employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, (iii) to seek a determination of the Affiliated Entitiesvalidity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as well otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and all such claims under state contract facts that the Executive could have raised against any member of the Group individually or tort lawthe Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

Waiver and Release. For and in In consideration of for the payments and other benefits due to [•] (the “Executive”) pursuant be provided to Executive as set forth herein and the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, himself and for other good and valuable considerationany person or entity that may claim by him or through him, the Executive hereby agrees, for the including Executive’s 's heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors administrators and assigns, to hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever release, discharge and covenant not to xxx discharges the Company Corporation and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general individual or limited partners, representatives, attorneys, insurers and fiduciaries, collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the “Released Parties”) hereinafter collectively referred to as "Releasees"), from any and all claims claims, causes of any kind arising out of, action or related to, his liabilities relating to Executive’s employment with the Company Corporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date the Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of its affiliates action or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or liabilities relating to the Executive’s separation from employment with the Affiliated EntitiesCorporation or the termination thereof arising under Title VII of the Civil Rights Act, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of (the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq."ADEA"), the Fair Labor Standards Employee Retirement Income Security Act, as amended, 29 U.S.C. Section 201 et. seq.the Worker Adjustment and Retraining Notification Act, the Americans American with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Equal Pay Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Illinois Human Rights Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any and all state other foreign, federal, state, municipal, or local laws regarding employment discrimination and/or federalstatutes (including, state or local laws of any type or description regarding employment, including but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to any claims arising from or derivative of the Executive’s employment with the Affiliated EntitiesCorporation or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other cause of action relating to Executive’s employment with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as well as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or any of the other Releasees. Nothing herein shall limit or impede Executive's right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission ("EEOC"), or any other local, state or federal agency, and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and all such will not accept, any payments, monies, damages, or other relief, awarded in connection therewith. Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, any other applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims under state contract or tort lawagainst the Corporation not now known by Executive to exist.

Waiver and Release. For (a) In exchange for receiving the monies and benefits described in consideration of the payments Section 4 above, Xxxxx does for himself and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever hereby release, acquit, and forever discharge and covenant not to xxx hold harmless the Company Companies and each of its respective their divisions, affiliatessubsidiaries and affiliated companies, subsidiaries, parents, branches, predecessors, and their respective successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders holding more than 5% of Holdings' outstanding common stock as of the Date of Termination (and such shareholders' affiliates), employees, benefit and retirement plans (as well as trustees and administrators thereof) and agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers past and fiduciaries, past, present and future (the “"Released Parties”) "), of and from any and all claims actions, causes of any action, claims, demands, attorneys' fees, compensation, expenses, promises, covenants, and damages of whatever kind arising out ofor nature, in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesin equity, which the Executive now has Xxxxx has, had or may could have against the Released Partiesasserted, whether known or unknown to (the Executive"Claims"), by reason of facts which have occurred at common law or under any statute, rule, regulation, order or law, whether federal, state or local, or on or prior to the date that the Executive has signed this Release. Such released claims includeany grounds whatsoever, including, without limitation, any and all claims relating for any additional severance pay, vacation pay, bonus or other compensation, including, but not limited to, under the Employment Agreement, Severance Plan or any other applicable severance plan or agreement; any and all claims of discrimination or harassment based on race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, disability, handicap, age or other unlawful discrimination; any and all claims arising under Title VII of the Federal Civil Rights Act; the Federal Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the New Jersey Law Against Discrimination; the Florida Civil Rights Act; or under any other state, federal, local or common law, with respect to any event, matter, claim, damage or injury arising out of his employment relationship with the Companies and/or the separation of such employment relationship, and/or with respect to any other claim, matter or event, from the beginning of the world to the foregoing under date of Xxxxx'x execution of this Agreement. (b) Xxxxx understands that nothing contained in this Agreement limits his ability to communicate with, or file a complaint or charge with, the Equal Employment Opportunity Commission ("EEOC"), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission ("SEC"), the Department of Justice ("DOJ") or any other federal, state or local laws pertaining governmental agency or commission (collectively, "Governmental Agencies"), or otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, including providing documents or other information without notice to employmentthe Company; provided, however, that Xxxxx may not disclose Company information that is protected by the attorney client privilege, except as expressly authorized by law. In the event any claim or suit is filed on Xxxxx'x behalf against any of the Released Parties by any person or entity, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amendedby any Governmental Agency, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Xxxxx waives any and all state rights to recover monetary damages or local laws regarding employment discrimination and/or federalinjunctive relief in his favor; provided, state however, that this Agreement does not limit Xxxxx'x right to receive an award from the SEC or local laws of any type DOJ for information provided to the SEC or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawDOJ.

Waiver and Release. For and in consideration In exchange for this Agreement you agree, on behalf of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]yourself, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s your heirs, beneficiariesrelations, deviseessuccessors, executors, administrators, assigns, agents, representatives, attorneys, personal and anyone acting on your behalf as follows: You irrevocably and unconditionally release, acquit, and forever discharge Transocean, and any predecessors or successors (collectively, the “Transocean Group”), and its and their past and present officers, directors, attorneys, insurers, agents, servants, suppliers, representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisionsemployees, affiliates, subsidiaries, parentsparent companies, branchespartners, predecessorspredecessors and successors in interest, successors, assigns, and, assigns and benefit plans (except with respect to vested benefits under such entitiesplans), their managersand any other persons or firms for whom the Transocean Group could be legally responsible (collectively, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) ), from any and all claims claims, liabilities or causes of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesaction, whether known or now unknown to the Executiveyou, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative related in any way to your employment or termination of the Executive’s your employment with the Affiliated EntitiesTransocean Group and/or any of the Released Parties and occurring through the date you sign and return this Agreement. You acknowledge that this Agreement is your knowing and voluntary waiver of all rights or claims arising before you accept and return this Agreement, as well as indicated below. You understand and agreed that your waiver includes, but is not limited to, all waivable charges, complaints, claims, liabilities, actions, suits, rights, demands, costs, losses, damages or debts of any nature. You further acknowledge and all such agree that your waiver of rights or claims under state contract is in exchange for valuable payments and other promises in addition to anything of value to which you are already entitled. You further acknowledge and agree that the Transocean Group has no obligation to reemploy, rehire or tort lawrecall you, and promise that you shall not apply for re-employment with the Transocean Group.

Waiver and Release. For and in In consideration of the payments and other benefits due Company’s agreement to [•] (enter into the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, individually and for other good and valuable consideration, the Executive hereby agrees, for on behalf of the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, andattorneys, with respect and all those entitled to such entitiesassert the Executive’s rights, their managers, managing members, members, now and forever hereby releases and discharges the Company and its respective officers, directors, stockholders, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, pastparent corporations, present subsidiaries, affiliates, estates, successors, assigns, benefit plans and future the fiduciaries and agents of such plans, and attorneys (the “Released Parties”) ), from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims of any kind arising out offor attorney’s fees and costs, or related toliabilities whatsoever (collectively, his “Claims”), in law or in equity, which the Executive ever had or now has against the Released Parties, including, without limitation, any Claims arising by reason of or in any way connected with any employment with relationship which existed between the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to and the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties. It is understood and agreed that this Release is intended to cover all Claims, whether known or unknown unknown, of any nature whatsoever, including those which may be traced either directly or indirectly to the Executiveaforesaid employment relationship, by reason or the termination of facts which have occurred on that relationship, that the Executive has, had or prior purports to have, from the beginning of time to the date that the Executive has signed of this Release. Such released claims include, without limitation, any and all claims relating including but not limited to the foregoing Claims for employment discrimination under federal, federal or state or local laws pertaining to employment, including, without limitation law; Claims arising under the Age Discrimination in Employment Act of 1967, as amendedAct, 29 U.S.C. Section § 621, et seq., Title VII of the Civil Rights Act of 1964, as amendedAct, 42 U.S.C. Section 2000e et§ 2000(e), et seq. or the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., ; Claims for statutory or common law wrongful discharge; Claims arising under the Fair Labor Standards Act, as amended29 U.S.C. § 201 et seq.; Claims for attorney’s fees, expenses and costs; Claims for defamation; Claims for emotional distress; Claims for wages or vacation pay; Claims for benefits or that in any way relate to the design or administration of any employee benefit program, including any claims arising under the Employee Retirement Income Security Act, 29 U.S.C. Section 201 et. § 1001, et seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and ; or Claims under any and all state or local laws regarding employment discrimination and/or other applicable federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawlegal concepts.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to described in Section 5 of the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good on behalf of Executive and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns (the “Related Parties”), attorneyseffective the Release Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of, of or related to, his attributable to Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to employmentany equity, includingequity-based or other incentive compensation].1 This release of claims includes, without limitation but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.1967 (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any and all state or local laws regarding employment discrimination and/or other federal, state and local labor and anti- discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. 1 Include to the extent equity is called at termination. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. Executive represents that Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type or description regarding employment, including but not limited that Executive is entitled to any claims arising from or derivative pursuant to the terms thereof as a result of the Executive’s his employment with the Affiliated EntitiesCompany, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as well an officer or employee of the Company, (vi) rights to payment under Section 5 of the Employment Agreement or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any and all such claims under state contract or tort law.of its Affiliates].2

Waiver and Release. For and in consideration Each of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) GLC and the ExecutiveCompany hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and for other good causes of action, known or unknown, vested or contingent, of every nature and valuable considerationkind, that either may now have or may have had against the Executive hereby agreesother, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each or any of its respective divisions, their affiliates, subsidiariesand their and their affiliates’ respective past, parentspresent, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, and future officers, directors, trusteesshareholders, members, managers, employees, agentssuccessors, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future assigns (the “Released Parties”) ), that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise, and forever release and discharge the Released Parties from any and all claims claims, suits or causes of action they may have against any kind of them as of the date of this Agreement, and upon the Closing through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise. Notwithstanding anything to the contrary in this Section 6 the releases provided above shall not apply to any rights or obligations arising out of, of or related toto this Agreement, his employment with the Railcar Purchase Agreement or any rights and obligations set forth in the Prior Agreements that by their terms survive the expiration or termination of the Prior Agreements as more fully described in Section 1 above. Each of XX Xxxx-Greenbrier Rail Holdings I LLC (“Holdings”) and the Company hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, known or any unknown, vested or contingent, of its affiliates or subsidiaries (collectivelyevery nature and kind, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive that either may now has have or may have had against the Released PartiesLease Fleet, that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether known arising under or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federalSubordinated Loan Agreement dated April 27, state 2010 between Rail I and Holdings, or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seqotherwise., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

Waiver and Release. For (a) In exchange for receiving the compensation and benefits described in consideration Section 4 of the payments and other benefits due to [•] (the “Executive”) Employment Agreement, or otherwise pursuant to the Employment Agreement (Omnibus Plan or the “Employment Agreement”) entered into as of [date]SVA Plan, 2007 (the “Effective Date”), by Employee does for himself and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever hereby release, acquit, and forever discharge and covenant not to xxx hold harmless the Company and each of its respective divisions, affiliatessubsidiaries and affiliated companies, subsidiaries, parents, branches, predecessors, and their respective successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesstockholders, employees, benefit and retirement plans (as well as trustees and administrators thereof) and agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers past and fiduciaries, past, present and future (the “Released Parties”) ), of and from any and all claims actions, causes of any action, claims, demands, attorneys’ fees, compensation, expenses, promises, covenants, and damages of whatever kind arising out ofor nature, in law or related toin equity, his employment with the Company which Employee has, had or any of its affiliates could have asserted, known or subsidiaries unknown (collectively, with the Company, the “Affiliated EntitiesClaims”), at common law or to the Executive’s separation from employment with the Affiliated Entitiesunder any statute, which the Executive now has rule, regulation, order or may have against the Released Partieslaw, whether known federal, state or unknown to the Executivelocal, by reason of facts which have occurred or on or prior to the date that the Executive has signed this Release. Such released claims includeany grounds whatsoever, including, without limitation, any and all claims relating for any additional severance pay, vacation pay, bonus or other compensation, including, but not limited to, under the Employment Agreement any other applicable severance plan or agreement; any and all claims of discrimination or harassment based on race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, disability, handicap, age or other unlawful discrimination; any and all claims arising under Title VII of the Federal Civil Rights Act; the Federal Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Florida Civil Rights Act; or under any other state, federal, local or common law, with respect to any event, matter, claim, damage or injury arising out of his employment relationship with the Company and/or the separation of such employment relationship, from the beginning of the world to the foregoing under date of Employee’s execution of this Agreement. (b) Employee understands that nothing contained in this Agreement limits his ability to communicate with, or file a complaint or charge with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), the Department of Justice (“DOJ”) or any other federal, state or local laws pertaining governmental agency or commission (collectively, “Governmental Agencies”), or otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, including providing documents or other information without notice to employmentthe Company; provided, however, that Employee shall not disclose information that is protected by the attorney client privilege, except as expressly required by law. In the event any claim or suit is filed on Employee’s behalf against any of the Released Parties by any person or entity, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amendedby any Governmental Agency, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Employee waives any and all state rights to recover monetary damages or local laws regarding employment discrimination and/or federalinjunctive relief in his favor; provided, state however, that this Agreement does not limit Employee’s right to receive an award from the SEC or local laws of any type DOJ for information provided to the SEC or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawDOJ.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] set forth in Sections 3 (a), (b) and (c) of this Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “ExecutiveReleasors”) pursuant to does hereby irrevocably and unconditionally release, acquit and forever discharge, with prejudice, the Employment Agreement Company Entities and their trustees, officers, security holders, partners, agents, former and current employees, officers, and directors, including without limitation all persons acting by, through, under or in concert with any of them and any insurers of any of these (the collectively, “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateReleasees”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of any kind action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) arising out of, or related to, his of the Executive’s employment with the Company or any of its affiliates or subsidiaries (collectively, with by the Company, the “Affiliated Entities”), known or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesunknown, whether known in law or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any equity and all claims relating to the foregoing whether arising under federalfederal (including bankruptcy), state or local laws pertaining to employmentlaw and in particular including any claim for discrimination based upon race, includingcolor, without limitation ethnicity, sex, age (including the Age Discrimination in Employment Act of 19671967 as amended by the Older Worker Benefit Protection Act (the “ADEA Release”)), as amendednational origin, 29 U.S.C. Section 621religion, et seq.disability, Title VII sexual preference, or any other unlawful criterion or circumstance, or other federal, state, or local law which regulates any aspect of the Civil Rights Act employment relationship, which the Releasors had, now have or may have in the future against each or any of 1964the Releasees from the beginning of the world until the date of the execution of this Agreement as set forth on the final page hereof. This release also includes a release by the Executive of any known or unknown claims arising out of his employment by the Company, whether in contract or tort, including, but not limited to, actions for wrongful discharge, intentional infliction of emotional distress and/or libel or slander that have accrued as amendedof the date this Agreement is executed, 42 U.S.C. Section 2000e et. seq., but does not waive claims under the Fair Labor Standards Age Discrimination in Employment Act, as amendedamended by the Older Worker Benefit Protection Act, 29 U.S.C. that may arise after the date this Agreement is executed. The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 201 et9(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding. seqIt is the intention of the parties hereto that this waiver and release be as broad as the law permits. This Section 9(a) does not apply to (i) any claims for defense or indemnification that the Executive may have under the law, governing documents of the Company or any Company Entities or against any directors and officers liability insurance coverage which covers occurrences arising during the Executive’s tenure as an officer and/or director of the Company or any Company Entities, or (ii) any benefits payable to the Executive under any employee benefit plan subject to ERISA (including the Company’s 401(k) plan and tax-qualified pension plan). (b) The Executive affirms that prior to the execution of this Agreement and the waiver and release in Section 9(a), the Americans Executive was advised by the Company, in writing by this Section, to consult with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative an attorney of the Executive’s employment with choice to the Affiliated Entitiesextent he believed necessary to discuss all aspects of this Agreement, and that the Executive was given at least twenty-one (21) days to consider executing this Agreement, including the ADEA Release in Section 9(a). The parties agree that any agreed-upon changes to the Company’s initial offer do not restart the twenty-one day consideration period. The Executive has seven (7) days following his execution of this Agreement to revoke the ADEA Release, by giving written notice of the Executive’s revocation to the Company’s Executive Vice President of Human Resources, Xxxxxx Xxxxxxxxx, by 3:00 p.m. on the eighth day following his execution of this Agreement. (c) The Company represents and warrants that as well as of the Termination Date, it has no actual or constructive knowledge of any and all such claims under state contract or tort lawclaim that it could assert against the Executive.

Waiver and Release. For and in In consideration of for the payments and other benefits due to [•] (the “Executive”) pursuant be provided to the Employment Agreement (the “Employment Agreement”) entered into Executive as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) set forth herein and the Service Agreement, Executive, himself and for other good and valuable considerationany person or entity that may claim by him or through him, the Executive hereby agrees, for the including Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever release, discharge and covenant not to xxx discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general individual or limited partners, representatives, attorneys, insurers and fiduciaries, collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, successors, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the hereinafter collectively referred to as “Released PartiesReleasees”) ), from any and all claims claims, causes of any kind arising out of, action or related to, his employment with liabilities relating to Executive’s service to the Company or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of its affiliates action or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or liabilities relating to Executive’s service to the Executive’s separation from employment with Company or the Affiliated Entitiestermination thereof arising under Title VII of the Civil Rights Act, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of (the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.“ADEA”), the Fair Labor Standards Employee Retirement Income Security Act, as amended, 29 U.S.C. Section 201 et. seq.the Worker Adjustment and Retraining Notification Act, the Americans American with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Equal Pay Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act, and the Delaware General Corporation Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of 1992benefit plan rights, 29 U.S.C. Section 2601 etrace, color, religion, national origin, marital status, sexual orientation, pregnancy, gender identity, transgender status, genetic carrier status, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status, any military service or application for military service, or any other category protected under federal or state law); and/or (b) causes of action or liabilities related to Executive’s service with the Company or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other cause of action relating to Executive’s service to the Company or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to service to and/or separation from service to the Company and/or any of the other Releasees. seq.Nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission of the U.S., or any other local, state or federal agency, and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith. Executive not only releases and discharges the Releasees from any and all claims as stated above that Executive could make on Executive’s own behalf or on behalf of others, but also those claims that might be made by any other person or organization on Executive’s behalf, and Executive specifically waives any right to recover any damage awards as a member of any class in a case in which any claim(s) against the Releasees are made involving any matters. Without in any way limiting the Release herein, Executive also specifically releases, remises, discharges, indemnifies and holds harmless the Releasees from any claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, stock and stock options, commissions, and any and all state other forms of compensation, attorneys’ fees, or local laws regarding employment discrimination and/or federal, state other costs or local laws of any type sums that arise or description regarding employmentmay arise under the Massachusetts Wage Act, including but without limitation, M.G.L. c. 149, §§ 105A, 148 and 150, and M.G.L. c. 151. This Release does not limited apply to claims for workers’ compensation benefits, unemployment insurance benefits or any other claim that cannot lawfully be waived by this Agreement. This Release does not apply to any claims arising solely after the execution of this Agreement or to any claims arising from a breach of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall bar or derivative prohibit Executive from contacting, filing a charge or complaint with, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or local law. However, Executive nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages or other personal relief in any agency proceeding in which Executive does so participate. Nothing herein shall constitute a waiver or release of the any of Executive’s employment with the Affiliated Entitiesrights under this Agreement, any other applicable plans, programs or arrangements of IPG Photonics Corporation or its Affiliates including, without limitation, its Certificate of Incorporation or By-laws, as well as either may be amended from time to time, the Equity Plan and any and all such agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims under state contract or tort lawagainst the Company not now known by Executive to exist.

Waiver and Release. For Pursuant to Section [4(c)(ii)] / [4(e)(i)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors & officers liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated EntitiesFund Incentives, as well as and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and all such including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive receipt and sufficiency of which is acknowledged by the Employee, including the payments to the Employee as described in Section 3, Employee hereby agreesagrees that regardless of who assumes his duties, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, and each of Employee and his Releasors do hereby voluntarily and fully release and forever discharge the Company, together with its respective divisions, affiliates, subsidiaries, parents, branches, past and current predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, membersshareholders, officers, directors, employees, attorneys, trustees, employees, agents, shareholders, administrators, general or limited partnersinsurers, representatives, attorneyscontractors, insurers representatives, related organizations and fiduciariesaffiliates (collectively, past, present and future (the “"Released Parties”) "), jointly and individually, from any and all claims, demands, debts, causes of action, claims for relief, and damages, of any whatever kind arising out ofor nature, known or related tounknown, his employment with the Company developed or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesundeveloped, which the Executive Employee had, now has or may hereinafter have against from the Released Parties, whether known or unknown to beginning of the Executive, by reason of facts which have occurred on or prior world to the date that the Executive has signed this Release. Such released claims includeof these presents, including, without limitation, any all claims and all claims relating to rights which the foregoing Employee may have under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, ; the Equal Employment Opportunity Act of 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. Section 2000e etss. seq., 1981; the Older Workers' Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., ; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., Broward County Equal Opportunity Ordinance; and any and all other federal and state or local laws regarding employment discrimination and/or federal, state or local statutes which regulate employment; and the laws of any type or description regarding employmentcontracts, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any tort and all such claims under state contract or tort lawother subjects.

Waiver and Release. For and in consideration In exchange for this Agreement you agree, on behalf of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]yourself, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s your heirs, beneficiariesrelations, deviseessuccessors, executors, administrators, assigns, agents, representatives, attorneys, personal and anyone acting on your behalf as follows: You irrevocably and unconditionally release, acquit, and forever discharge the Company, TODDI, Transocean Ltd., and their predecessors, successors, parent and affiliated companies (collectively, the “Transocean Group”), and its and their past and present officers, directors, attorneys, insurers, agents, servants, suppliers, representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisionsemployees, affiliates, subsidiaries, parentsparent companies, branchespartners, predecessorspredecessors and successors in interest, successors, assigns, and, assigns and benefit plans (except with respect to vested benefits under such entitiesplans), their managersand any other persons or firms for whom the Transocean Group could be legally responsible (collectively, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) ), from any and all claims claims, liabilities or causes of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesaction, whether known or now unknown to you, arising from or related in any way to your employment or termination of your employment with the Executive, by reason Transocean Group and/or any of facts which have occurred on or prior to the Released Parties and occurring through the date you sign and return this Agreement. You acknowledge that the Executive has signed this ReleaseAgreement is your knowing and voluntary waiver of all rights or claims arising before you accept and return this Agreement, as indicated below. Such released claims includeYou understand and agreed that your waiver includes, without limitationbut is not limited to, all waivable charges, complaints, claims, liabilities, actions, suits, rights, demands, costs, losses, damages or debts of any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentnature, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amended, 29 U.S.C. Section 621, et seq., claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Civil Rights Act of 1991; the Texas Commission on Human Rights Act, as amended, 29 U.S.C. Section 201 et. seq., ; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. ; the Reconstruction Era Civil Rights Age Discrimination in Employment Act, as amended, 42 U.S.C. Section 1981 et. seq., ; the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., Older Worker Benefit Protection Act; the Family and Medical Leave Act of 19921993; the Texas Workers’ Compensation Act; the Texas Labor Code; the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 2601 etas amended; all state and federal statutes and regulations; and the common law, whether based in law or equity, in tort or contract. seq.You further acknowledge and agree that your waiver of rights or claims is in exchange for valuable payments and other promises in addition to anything of value to which you are already entitled. You further acknowledge and agree that the Transocean Group has no obligation to reemploy, rehire or recall you, and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but promise that you shall not limited to any claims arising from or derivative of the Executive’s apply for re-employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawTransocean Group.

Waiver and Release. For and In consideration for the Transition Payments to be provided to Executive as set forth in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Amended Transition Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, himself and for other good and valuable considerationany person or entity that may claim by him or through him, the Executive hereby agrees, for the including Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors administrators and assigns, to hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever release, discharge and covenant not to xxx discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general individual or limited partners, representatives, attorneys, insurers and fiduciaries, collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants, benefit plans, fiduciaries, insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the hereinafter collectively referred to as “Released PartiesReleasees”) ), from any and all claims claims, causes of any kind arising out of, action or related to, his liabilities relating to Executive’s employment with the Company or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date Executive executes this Agreement that have been or could be asserted against the Releasees, including but not limited to: (a) causes of its affiliates action or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or liabilities relating to the Executive’s separation from employment with the Affiliated EntitiesCompany or the termination thereof arising under Title VII of the Civil Rights Act, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of (the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.“ADEA”), the Fair Labor Standards Employee Retirement Income Security Act, as amended, 29 U.S.C. Section 201 et. seq.the Worker Adjustment and Retraining Notification Act, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Equal Pay Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Illinois Human Rights Act, and the Delaware General Corporations Act, as such Acts have been amended, and/or any and all state other foreign, federal, state, municipal, or local laws regarding employment discrimination and/or federalstatutes (including, state or local laws of any type or description regarding employment, including but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to any claims arising from or derivative of the Executive’s employment with the Affiliated EntitiesCompany or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or (c) except as well provided below, causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other cause of action relating to Executive’s employment with the Company or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Company and/or any of the other Releasees. Nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission (“EEOC”), or any other local, state or federal agency, and/or any causes of action that by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and all such will not accept, any payments, monies, damages, or other relief, awarded in connection therewith. Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, the Amended Transition Agreement or any other applicable plans, programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or by-laws (including indemnification and liability insurance coverage), the Company’s 2005 Long Term Incentive Plan and any agreements thereunder, and Executive’s unpaid accrued and vested benefits under applicable employee benefit plans, programs and arrangements in accordance with the terms thereof. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims under state contract or tort lawagainst the Company not now known by Executive to exist.

Waiver and Release. For Except for the specific covenants elsewhere in this Agreement, and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement extent consistent with law, Cardiff Lexington Corporation and JM Enterprise 1, Inc. (the “Employment Agreement”) entered into as of [date]dba – Key Tax, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agreestheir Employees, for the Executive’s Employees, Employees’ spouse, children, heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assignsassigns (hereinafter “Releasors”), to the extent consistent with law, hereby fully and forever release, acquit, discharge and covenant promises not to xxx the Company each other and each of its respective past, present and future parent and/or subsidiary entities, divisions, affiliatesaffiliates and any past, subsidiariespresent or future partners, parentsowners, branchesjoint venturers, stockholders, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesadministrators, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers heirs, executors, assigns, retirement plans and/or their trustees and fiduciariesany other person, pastfirm or corporation with whom any of them is now or may hereafter be affiliated (hereinafter “Releasees”), present and future (the “Released Parties”) from over any and all claims claims, demands, obligations, losses, causes of action, costs, expenses, attorney’s fees, liabilities and indemnities of any kind arising out ofnature whatsoever, whether negligent or related tointentional, his employment with whether now known or unknown, discovered now or in the Company or any of its affiliates or subsidiaries future, whether based on race, age, disability, national origin, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements and retirement plans, whether based on contract (collectively, with including but not limited to the Company, the “Affiliated Entities”Employment Agreement), tort, defamation, statute or other legal or equitable theory of recovery, whether mature or to mature in the Executive’s separation from employment with the Affiliated Entitiesfuture, which from the Executive now has or may have against beginning of time of the Released Parties, whether known or unknown world to the ExecutiveEffective Date. Without limiting the foregoing, by reason of facts this Agreement applies to any and all matters that have been or which could have occurred on been asserted in a lawsuit in any state or prior federal court, up to the date that the Executive has signed of this Release. Such released claims includeAgreement, without specifically including, but not by way of limitation, any and all claims relating to under the foregoing under federalEqual Pay Act, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967National Labor Relations Act, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, as amended (42 U.S.C. Section 2000e et. seq.§§ 1981-1988), the Fair Labor Standards ActAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq.Act of 1990, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Civil Rights Act of 19921991, 29 U.S.C. Section 2601 etthe Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of the Nevada Revised Statutes, any other statutory claim, any claim of wrongful discharge, any claim in tort or contract, any claim seeking declaratory, injunctive, or equitable relief, or any other claim of any type whatsoever arising out of the common law of any state. seq.Notwithstanding the above, and this release does not apply to any and all state rights, obligations or local laws regarding employment discrimination and/or claims governed by Chapter 612 of the Nevada Revised Statutes. This release also does not limit either party’s right, where applicable, to file an administrative charge or participate in an investigative proceeding of any federal, state or local laws governmental agency, but does operate as a waiver of any type or description regarding employment, including but not limited personal recovery if related to any the claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.released herein

Waiver and Release. For and in consideration Upon payment of the payments amounts provided in this Agreement, Executive completely releases and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]forever discharges Lithia, 2007 (the “Effective Date”), by its subsidiaries and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to all predecessors and successors for such entities, their managers, managing members, members, and all officers, directors, trustees, employees, agents, shareholders, administratorsrepresentatives and insurers of the aforementioned (herein, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (collectively the “Released Parties”) from any and all claims liability, damages or causes of any kind arising out ofaction, claims, charges, judgments, or related to, his employment with the Company obligations of whatever kind or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the character Executive now has or may have against the Released Parties, whether known and Executive covenants that he shall not assist, participate or unknown be represented in, nor institute, submit or file, or permit to be instituted, submitted or filed on the ExecutiveReleased Parties, by reason of facts which have occurred on nor shall Executive voluntarily participate or prior to cooperate in the date that the Executive has signed this Release. Such released claims include, without limitationprosecution of, any and all claims relating to lawsuit, charge, claim, complaint or other proceeding against the foregoing Released Parties with any administrative agency, court or other forum under any federal, state or local laws pertaining to employmentor regulations, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amended, 29 U.S.C. Section 621, et seq., under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; Title VII of the Fair Labor Standards ActCivil Rights Act of 1964; claims under the Civil Rights Action of 1991; claims under the Age Discrimination in Employment Act of 1967, as amended; claims under 42 USC § 1981, 29 U.S.C. Section 201 et. seq.1981a, the Americans with Disabilities Act1983, as amended1985, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., or 1988; claims under the Family and Medical Leave Act of 19921993; claims under the Americans with Disabilities Act of 1990, 29 U.S.C. Section 2601 et. seq.as amended; claims under the Fair Labor Standards Act of 1938 as amended; claims under the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment and any Retraining Notification Act; the Equal Pay Act of 1963; the Consolidated Omnibus Budget Reconciliation Act of 1985; the applicable Workers’ Compensation statutes; and all state amendments to each such Act as well as the regulations issued; or any other federal, state, or local laws regarding employment discrimination and/or federallaws, state rules or local laws of any type or description regarding employmentregulations, including any insurance, human rights, civil rights, wage-hour, pension, or labor laws, rules or regulations; public policy, contract or tort laws, or any claim of retaliation under any law, or any claim arising under common law, including, but not limited to, causes of action for wrongful termination; discrimination on the basis of age, sex, race, or national origin or any other basis; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; fraud; conspiracy to commit any act mentioned herein; breach of the employment offer letter or of any other contract (whether express or implied, oral or written); breach of the implied covenant of good faith and fair dealing; interference with business advantage; interference with prospective economic advantage; interference with contractual relationship; defamation; failure to pay compensation of any kind, or to pay equal compensation for equal work; or any other action whether cognizable in law or in equity, based upon any conduct up to and including the date of the Effective Date of this Agreement, and shall not, from any source or proceeding, seek or accept any award or settlement therefrom. In the event that Executive institutes or is a party to any such action, and it is determined by a court of competent jurisdiction that the claims arising from or derivative of the are barred by this Agreement, Executive’s employment claims shall be dismissed, with prejudice and with an award of fees and costs to the Affiliated Entities, Lithia incurred as well as any and all a result of such claims under state contract or tort lawaction.

Waiver and Release. For The Executive acknowledges that, except for the payments to be made as provided in this Agreement, he has been paid in full all amounts to which he is entitled or may make claim as a result of his employment by the Company, including all salary and in incentives. In further consideration of the payments foregoing, except as provided in the last paragraph of this Section 13, and other benefits due to [•] (the “Executive”) obligations undertaken by the Company pursuant to the Employment Agreement (the “Employment this Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors releases and assigns, to forever release, discharge and covenant not to xxx discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, subsidiaries and assigns, and, with respect to such entities, and each of their managers, managing members, members, officers, directors, trustees, respective employees, agents, shareholders, administrators, general or limited partners, directors and representatives, attorneys, insurers from (and fiduciaries, past, present and future (the “Released Parties”hereby covenants not to xxx or make claim against any of such entities or persons in respect of) from any and all claims claims, demands, obligations, causes of any action, debts, expenses, damages, judgments, orders and liabilities of whatever kind arising out ofor nature, in law, equity or related tootherwise, his employment with the Company whether now known or any of its affiliates unknown, suspected or subsidiaries (collectivelyunsuspected, with the Company, the “Affiliated Entities”), matured or to the Executive’s separation from employment with the Affiliated Entitiesunmatured and whether or not concealed or hidden, which the Executive now owns or holds or has at any time heretofore owned or may have held or had, or at any time own or hold or have, against the Released PartiesCompany, or any of its subsidiaries or assigns, or any of their respective employees, agents, directors or representatives, and also releases and discharges, without limiting the generality of the foregoing, any and all of the foregoing which arise out of or are in any way relating to his employment by, and/or service as a director of, the Company, or the termination of his employment, including any claims arising from any alleged violation by the Company of any federal, state or local statutes, ordinances or common laws. The release set forth in this Section 13 is intended as a release of all claims against the Company, whether now known or unknown by the Executive. In furtherance thereof, the Executive expressly waives any right or claim of right to assert hereafter that any claim, demand, obligation and/or cause of action has, through ignorance, oversight, error or otherwise, been omitted from the terms of this Agreement. The Executive makes this waiver with full knowledge of his rights, after consulting with legal counsel, and with specific intent to release both known and unknown claims. Notwithstanding the foregoing, nothing in the release set forth in this Section 13 nor anything else in this Agreement shall be deemed a waiver or release by the Executive of any right that the Executive now has to claim indemnification for liabilities or claims asserted after the date hereof in connection with his activities as a director, officer or employee of the Company pursuant to any applicable statute, under any insurance policy, or pursuant to the ExecutiveRestated Certificate of Incorporation or Bylaws of the Company, by reason of facts which have occurred including without limitation any liabilities or claims asserted after the date hereof that relate to actions, omissions or events on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seqhereof., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment set forth in this Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationhimself, the Executive hereby agrees, for the Executive’s his heirs, beneficiariesadministrators, deviseesrepresentatives, executors, administratorssuccessors and assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, GGC and their affiliates and their trustees, officers, security holders, partners, agents, attorneys, personal representatives, successors and assigns, to forever release, discharge former and covenant not to xxx the Company current employees and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesincluding without limitation all persons acting by, employeesthrough, agentsunder or in concert with any of them (collectively, shareholders"Releasees"), administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any kind arising out ofnature whatsoever, known or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesunknown, whether known in law or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any equity and all claims relating to the foregoing whether arising under federal, state or local laws pertaining law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including but not limited to employment, including, without limitation the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future, against each or any of the Releasees from the beginning of the world until the date of this Agreement, except for claims solely in connection with the Executive's rights as a partner of the Company pursuant to the Second Amended and Restated Agreement of Limited Partnership of Gotham Golf Partners, L.P. (f/k/a Florida Golf Properties, L.P.), dated December 31, 1991, as amendedamended to date (the "Partnership Agreement"). The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, 29 U.S.C. claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 6217(a), et seqthis Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees., Title VII (b) In consideration of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.Executive's agreements and covenants set forth in this Agreement, the Fair Labor Standards ActCompany, as amendedGGC and their subsidiaries (the "Company Releasors") hereby irrevocably and unconditionally release, 29 U.S.C. Section 201 et. seq., acquit and forever discharge the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Executive from any and all state charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any nature whatsoever, known or local laws regarding employment discrimination and/or unknown, whether in law or equity and whether arising under federal, state or local laws law, which the Company Releasors now have, or may have in the future, against the Executive with respect to the Executive from the beginning of the world until the date of this Agreement, other than (i) any type claim based upon fraudulent or description regarding employmentillegal activity that was not discovered by the Company Releasors until subsequent to the date of execution of this Agreement, or any claim that may be brought derivatively and (ii) any claim solely in connection with the Executive's status as a partner of the Company pursuant to the Partnership Agreement. The Company Releasors acknowledge and agree that if they should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Executive with respect to any cause, matter or thing which is the subject of this Section 7(b), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the Executive may recover from the Company Releasors all costs incurred in connection with such action, claim or proceeding, including but not limited attorneys' fees. (c) The parties to any claims arising from or derivative this Agreement shall re-execute the releases contained in Sections 7(a) and 7(b) for the period between the date hereof and the Termination Date, effective as of the date that is seven days prior to the Termination Date. (d) The Executive affirms that prior to the execution of this Agreement and the waiver and release in Section 7(a), the Executive was advised by the Company to consult, and has in fact consulted, with an attorney of the Executive’s employment with 's choice concerning the Affiliated Entitiesterms and conditions set forth herein, as well as any and that the Executive was given up to 21 days to consider executing this Agreement, including the waiver and release in Section 7(a). The Executive has 7 days following his execution of this Agreement to revoke and cancel the terms and conditions contained herein in writing, including the waiver and release in Section 7(a) (the "First Seven-Day Period"). The Executive has 7 days following his re-execution of such waiver and release pursuant to Section 7(c) of this Agreement to revoke and cancel the terms and conditions of such re-executed release in writing (the "Second Seven Period"). This Agreement shall not be ------------------- effective until the expiration of the First Seven Day Period. No payment shall be made to the Executive pursuant to this Agreement until the expiration of the Second Seven-Day Period without the Executive's revocation hereof. . (e) If the Company fails to present this Agreement for re-execution at least seven (7) days prior to the Termination Date, then, notwithstanding Section 7(d), the Executive will be paid all such claims amounts due under state contract or tort lawthis Agreement immediately before the Effective Time.

Waiver and Release. For and In exchange for the Separation Payments (each as defined in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Separation Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationon behalf of herself, the Executive hereby agrees, for the Executive’s her heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to and agents hereby fully releases, acquits, and forever releasedischarges the Company, discharge its past, present, and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, future predecessors, successors, assignsparent companies, andsubsidiary companies, with respect to such affiliated entities, related entities, operating entities, and its and their managerspast, managing memberspresent, members, and future officers, directors, trusteesshareholders, members, investors, partners, employees, agents, shareholdersattorneys, insurers, reinsurers, and all of its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, general or limited partnersand insurers of those plans) (collectively, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims causes of any action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind arising out ofor nature, in law, or related toequity or otherwise, his whether known or unknown, vested or contingent, suspected or unsuspected, that Executive may now have, has ever had, or hereafter may have relating directly or indirectly to her employment with the Company, the termination of her employment with the Company, the benefits or attributes of her employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any of its affiliates or subsidiaries (collectively, with the Company, Released Parties. Executive also releases all of the “Affiliated Entities”), or to the Executive’s separation Released Parties of and from employment with the Affiliated Entities, which the any and all claims Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or that arose prior to the date that the Executive has signed signs this Release. Such released claims includeRelease Agreement, without limitation, arising from any and all claims relating to the foregoing under violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws pertaining to employment, by any of the Released Parties for any reason under any legal theory including, without limitation but not limited to, the Age Discrimination in Employment Act (“ADEA”); the Americans With Disabilities Act of 1967, as amended, 29 U.S.C. Section 621, et seq., 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (“Xxxx-Xxxxx”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“XXXX”); the Immigration Reform and Control Act (“IRCA”); the Xxxxx Xxxxxxxxx Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19731991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or local laws, statutes ordinances, constitutions rules, orders or regulations, all as they may be amended. Executive also forever waives, 29 U.S.C. Section 701 et. seq.releases, discharges and gives up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the Family covenant of good faith and Medical Leave Act fair dealing, wrongful or retaliatory discharge, discrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel, slander, intentional and negligent infliction of 1992emotional distress, 29 U.S.C. Section 2601 et. seq.duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any and all state or local laws regarding employment discrimination and/or federal, state or local laws of law, regulation, constitution, ordinance or judicial decision; and any type or description regarding employmentclaim concerning wages, including but not limited benefits, severance payments, bonus payments, payments pursuant to any claims arising from agreement with the Company, stock, stock options, or derivative stock option agreement. Executive also agrees to waive any right she has to pursue any claim or grievance through any internal channel of the Executive’s employment Company and/or its affiliates. Executive understands and agrees that her waivers include both claims that she knows about and those she may not know about which have arisen on or before the date on which she signs this Release Agreement. Executive further agrees to waive all rights under Section 1542 of the Civil Code of the State of California, up to and including the date she signs this agreement. Section 1542 provides as follows: Executive further agrees and represents that she has had an opportunity to consult with an attorney over the Affiliated Entities, as well as any meaning and all such claims significance of this Civil Code §1542 waiver and that she knowingly and voluntarily waives her rights under state contract or tort lawthis statute.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys' fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. (b) For and in consideration of the payments and other benefits due to [•] (described in Section 1.02 of the “Executive”) pursuant to the Employment Agreement (the “Employment Severance Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good and valuable consideration, on behalf of the Executive hereby agrees, for and the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns, attorneyseffective the Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, GBC Metals, LLC (d/b/a Xxxx Brass) a wholly owned subsidiary of the Company (“Xxxx Brass”), their direct and indirect parents, subsidiaries and affiliates, their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which the Executive had, may have had, or now has against the Company, Xxxx Brass, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including but not limited to any claim arising out of, of or related to, his attributable to the Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, the Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentlaw dealing with discrimination based on age, includingrace, without limitation sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all state or local laws regarding employment discrimination and/or other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer's right to terminate the employment of employees. (c) The Executive specifically releases all claims against the Group and each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. (d) The Executive represents that the Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any type lawsuit, complaint, charge, proceeding or description regarding employmentthe like, including but before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not limited do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims arising from or derivative relating to the termination of the Executive’s employment with employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, (iii) to seek a determination of the Affiliated Entitiesvalidity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as well otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and all such claims under state contract facts that the Executive could have raised against any member of the Group individually or tort lawthe Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. (b) For and in consideration of the payments and other benefits due to [•] (described in Section 1.02 of the “Executive”) pursuant to the Employment Agreement (the “Employment Severance Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good and valuable consideration, on behalf of the Executive hereby agrees, for and the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns, attorneyseffective the Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, A. J Oster Group., a wholly owned subsidiary of the Company (“Oster Group”), their direct and indirect parents, subsidiaries and affiliates, their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which the Executive had, may have had, or now has against the Company, Oster Group, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including but not limited to any claim arising out of, of or related to, his attributable to the Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, the Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentlaw dealing with discrimination based on age, includingrace, without limitation sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all state or local laws regarding employment discrimination and/or other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. (c) The Executive specifically releases all claims against the Group and each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. (d) The Executive represents that the Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any type lawsuit, complaint, charge, proceeding or description regarding employmentthe like, including but before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not limited do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims arising from or derivative relating to the termination of the Executive’s employment with employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, (iii) to seek a determination of the Affiliated Entitiesvalidity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as well otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and all such claims under state contract facts that the Executive could have raised against any member of the Group individually or tort lawthe Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

Waiver and Release. For (a) In exchange for the covenants and agreements made to you in consideration of the payments this Agreement, and other benefits due to [•] (the “Executive”) pursuant as material inducement to the Employment Agreement (the “Employment Company to enter into this Agreement”) entered into as , you, on behalf of [date]yourself, 2007 (the “Effective Date”)you estate, by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal legal representatives, successors in interest and assigns, to forever releasehereby WAIVE, discharge RELEASE and covenant not to xxx FOREVER DISCHARGE the Company and each of and/or its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) related persons from any and all claims claims, obligations, causes of any kind action, contracts, rights and liabilities of every kind, whether or not you know them to exist, which you ever had or may have, including, without limitation, those arising out of, or related to, his of your employment with the Company or any termination of its affiliates or subsidiaries (collectivelythat employment. This WAIVER and RELEASE includes, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitationbut is not limited to, any and all claims relating to the foregoing claim for unlawful discrimination under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.amended (“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amendedAct of 1990, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ActU.S.C., as amended1981, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., and the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.1993, and any and all state or local laws regarding employment discrimination and/or violation of any other federal, state or local laws constitution, statute, rule, regulation, ordinance, or common law principle or for breach of contract, wrongful discharge, tort or other wrong of any type kind. This release does not, however, release the right to enforce this Agreement, your entitlement to amounts in which you already have vested in retirement plans, or description regarding employmentany right you may otherwise have to indemnification pursuant to Company by-laws or insurance policies. (b) If you violate this Agreement by filing or bringing any claims, including but not limited grievances, or lawsuits contrary to any claims arising from or derivative this Paragraph, you will, except to the extent that such requirement is prohibited by the ADEA, pay all costs and expenses of the Executive’s employment with Company and/or related persons in defending against such charges, claims or actions brought by you or on your behalf. (c) As referred to in this Agreement, “the Affiliated EntitiesCompany and/or related persons” includes the Company, as well as any its parents, subsidiaries, affiliates and divisions, their respective successors and assigns, and all such claims of their respective past and present directors, officers, representatives, shareholders, agents, attorneys, and employees, whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them. (d) This release and release is binding on you, your estate, heirs, legal representatives, successors in interest and assigns. It does not apply to (i) any ADEA claim based upon events, acts, omissions that may occur after the date that you sign this Agreement or (ii) any claim brought by you to enforce the Company’s obligations under state contract or tort lawthis Agreement.

Waiver and Release. For and in In consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. Cablevision Systems Corporation’s (the “Company”) offer to accelerate the vesting of my Restricted Shares under Section 3 of the Restricted Shares Agreement dated ___________________ (the “Agreement”) between the Company and the Executiveme, I hereby for myself, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s my heirs, beneficiaries, deviseesagents, executors, administratorssuccessors, attorneysassigns and administrators (collectively, personal the “Related Parties”), knowingly and voluntarily forever waive and release the Company and all of its past and/or present affiliates, directors, officers, employees, fiduciaries, representatives, successors and assigns, to forever releasewhether in their individual or representative capacities (collectively, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesReleasees”) ), from any and all claims claims, rights and causes of action whatsoever (“Claims”), in law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, that I or any kind Related Party ever had, may have in the future or have now in connection with or arising out of, from or in any way related to, his to my employment relationship with the Company or any of its affiliates Affiliates, or subsidiaries (collectively, termination of my employment relationship with the Company, the “Affiliated Entities”), Company or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason any of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeits Affiliates including, without limitation: • any Claims under Federal or state law, any and all claims relating to the foregoing regulation or decision (including those under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amendedAct, 29 U.S.C. Section 621§§621 et. seq. (the “ADEA”), et seq.the Older Workers Benefit Xxxxxxxxxx Xxx, 00 X.X.X. §000 (f)(1) (the “OWBPA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.1991, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq.§§12101-12213, the Rehabilitation Employee Retirement Income Security Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1974, the Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq.the Fair Labor Standards Act, and any other similar or related law, regulation or decision relating to or dealing with discrimination), or • any Claims for punitive damages, attorney's fees, expenses and all state or local laws regarding employment discrimination and/or federal, state or local laws costs of any type or description regarding employment, including but not limited litigation. Nothing herein shall be construed to any claims arising from or derivative affect the right of the Executive’s employment Equal Employment Opportunity Commission (“EEOC”) to enforce the ADEA or to interfere with the Affiliated Entitiesprotected right to file a charge or participate in an EEOC investigation of proceeding. This Waiver and Release is intended to comply with the provisions of the OWBPA. By execution of this Waiver and Release, as well as I hereby expressly waive any and all such claims Claims under state contract or tort law.the OWBPA and hereby acknowledge that:

Waiver and Release. For and To the extent permitted by applicable law, in exchange for the consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment provided in this Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for himself and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, “Releasors”) irrevocably and unconditionally fully and forever waives, releases and discharges the Company and each and all of its present and former officers, agents, directors, managers, employees, representatives, affiliates, shareholders, attorneys, personal representativesmembers, and each of their successors and assigns, to forever releaseand all persons acting by, discharge through, under or in concert with, and covenant not to xxx the Company and each of its respective divisionsindividually in their official capacities (collectively, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesReleasees”) from any and all claims claims, demands, actions, causes of action, obligations, judgments, rights, fees, damages, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claim” or “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s hire, benefits, employment, termination or separation from employment with the Affiliated Entitiesand any actual or alleged act, which the Executive now has omission, transaction, practice, conduct, occurrence or may have against the Released Parties, whether known other matter that existed or unknown to the Executive, by reason of facts which have occurred arose on or prior to before the date that the Executive has signed of his execution of this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentAgreement, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to any claims, under (as amended, 29 U.S.C. Section 621, et seq.) the United States Constitution, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1964, as amended1991, 42 U.S.C. Section 2000e et. seq.section 1981, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.the California Fair Employment and Housing Act, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil California Family Rights Act, as amendedthe California Business and Professions Codes, 42 U.S.C. Section 1981 et. seq.Civil Code, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.Labor Code, and Government Code, and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws of law (statutory, regulatory or otherwise) that may be legally waived and released and any type or description regarding employmentcommon law tort and/or contract claims, including including, but not limited to to, any claims arising from of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or derivative of the sickness or any other harm. Exhibit 10.2 Nothing in this Agreement will be construed to (i) limit or affect Executive’s employment right to challenge the validity of this release; (ii) in any way interfere with Executive’s right and responsibility to give truthful testimony under oath; or (iii) prohibit Executive from participating in an investigation, filing a charge or otherwise communicating with any federal, state or local government office, official or agency, including, but not limited to, the Affiliated EntitiesEqual Employment Opportunity Commission, as well as Department of Labor, National Labor Relations Board, or the Securities and Exchange Commission. However, Executive expressly promises never to seek or accept any compensatory damages, back pay, front pay, or reinstatement remedies with respect any Claim that Executive has released in this Agreement. Furthermore, this waiver and all such release of claims excludes, and Executive does not waive, release or discharge, any claims under state contract workers’ compensation or tort lawunemployment laws Executive has against the Company and/or any claims by Executive that cannot be released by a private settlement agreement. In addition, nothing in this Agreement waives, releases or discharges (i) any claim regarding rights of indemnification and receipt of legal fees and expenses to which you are entitled under the Indemnification Agreement between the Company and Executive, the Company’s or an affiliate of the Company’s Certificate of Incorporation or By-laws (or similar instrument) or pursuant to applicable law or modifies, amends, or otherwise limits in any manner any rights Executive may have under the Indemnification Agreement or (ii) any of Executive’s vested rights under the Coherent, Inc. 401(k) Retirement Plan, the Coherent, Inc. Deferred Compensation Plan or health benefit programs.

Waiver and Release. For a. On behalf of Employee and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Employee’s marital community, 2007 (the “Effective Date”)if any, by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever releaseEmployee expressly waives, discharge releases, and covenant not to xxx acknowledges satisfaction of all claims of any kind against the Company Company, Neurogene and each of its respective divisionstheir present, affiliatesformer, subsidiariesand future Affiliates, parents, branchesrelated entities, predecessors, successors, and assigns, andand all of their present, with respect to such entitiesformer, their managers, managing members, members, and future officers, directors, trusteesstockholders, partners, members, employees, agents, shareholders, administrators, general or limited partners, representatives, and attorneys, insurers in their individual and fiduciaries, past, present and future representative capacities (collectively the “Released Parties”) from ). Except as stated below, this waiver and release is comprehensive and includes any and all rights, actions, claims of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”including claims to attorneys’ fees), causes of action, disputes, damages, expenses or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiescosts, whether known or unknown unknown, based upon acts or omissions occurring or that could be alleged to the Executive, by reason of facts which have occurred on at or prior to the date that the Executive has signed before Employee’s execution of this ReleaseAgreement (“Released Claims”). Such released claims Released Claims include, without limitation, any and all claims relating for wages, compensation, including claims for separation benefits, acceleration or other compensation under the Employment Agreement, stock, restricted stock units or stock options. employee benefits, and damages of any kind whatsoever arising out of any: contract, express or implied; tort; covenant of good faith and fair dealing; estoppel or misrepresentation; defamation; discrimination; harassment; retaliation; wrongful termination or any legal restriction on the Company’s right to the foregoing under terminate Employee’s employment; any federal, state state, local, or local laws pertaining to employmentother governmental statute, ordinance, or regulation, including, without limitation and as amended from time to time, the Age Discrimination in Employment Act (“ADEA”), the Older Worker’s Benefit Protection Act of 1967, as amended, 29 U.S.C. Section 621, et seq.1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Employee Retirement Income Security Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1974 (“ERISA”), the Family and Medical Leave Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act of 1992(“OSHA”), 29 U.S.C. Section 2601 et. seq.the Washington Law Against Discrimination, and any other legal limitation on the employment relationship. Excluded from this waiver and all state release are claims that arise after this Agreement is executed, claims of vested rights under XXXXX, unemployment compensation claims, workers’ compensation claims, claims challenging the validity of this Agreement under the ADEA, claims for breach or local laws regarding employment discrimination and/or federalenforcement of this Agreement, state or local laws of and any type or description regarding employment, including but other claim that may not limited to any claims arising from or derivative be lawfully released under this Agreement. b. Employee hereby acknowledges that she is aware of the Executive’s employment principle that a general release does not extend to claims that the releasor does not know or suspect to exist in her favor at the time of executing the release, which, if known by her, must have materially affected her settlement with the Affiliated Entitiesreleasee. With knowledge of this principle, as well as Employee hereby agrees to expressly waive any and all such claims under state contract or tort lawrights Employee may have to that effect.

Waiver and Release. For Pursuant to Section [4(c)(i)] / [4(e)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors’ and officers’ liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated Entities, as well as any partnership interests or incentives; and all such (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive receipt and sufficiency of which is acknowledged by the Employee, including the payments to the Employee as described in Section 3, Employee hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx agrees that his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, and each of its Employee and his Releasors, as hereinafter defined, do hereby voluntarily and fully release and forever discharge the Company, Middleton, Sunair, any Affiliated Companies, together with their respective divisions, affiliates, subsidiaries, parents, branches, past and current predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, membersshareholders, officers, directors, employees, attorneys, trustees, employees, agents, shareholders, administrators, general or limited partnersinsurers, representatives, attorneyscontractors, insurers representatives, related organizations, affiliates and fiduciariessubsidiaries (collectively, past, present and future (the “Released Parties”) ), jointly and individually, from any and all claims, demands, debts, causes of action, claims for relief, and damages, of any whatever kind arising out ofor nature, known or related tounknown, his employment with the Company developed or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesundeveloped, which the Executive Employee had, now has or may hereinafter have against from the Released Parties, whether known or unknown to beginning of the Executive, by reason of facts which have occurred on or prior world to the date that the Executive has signed this Release. Such released claims includehereof, including, without limitation, any all claims and all claims relating to rights which the foregoing Employee may have under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, ; the Equal Employment Opportunity Act of 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. Section 2000e etss. seq., 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., ; and any and all other federal and state or local laws regarding employment discrimination and/or federal, state or local statutes which regulate employment; and the laws of any type or description regarding employmentcontracts, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any tort and all such claims under state contract or tort lawother subjects.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (the “Executive”) made pursuant to Paragraph 2(c) the Employment Agreement sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges ChannelAdvisor (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, agents and representatives, attorneys, insurers ) of and fiduciaries, past, present and future (the “Released Parties”) from any and all claims debts, demands, actions, causes of any kind arising out ofaction, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or related toliability whatsoever of every name and nature, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executiveboth at Law and in Equity including, by reason way of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without example and not limitation, any rights and all claims relating to the foregoing arising under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, 29 U.S.C. Section 621, et seq.the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codes, the Fair Labor Standards ActEqual Pay Act of 1963, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amendedand any other state and federal employment discrimination laws, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Actbreach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, Employee Income Retirement Security Act of 1974, as amended, 42 U.S.C. Section 1981 etloss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct) which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any other event occurring prior to the date hereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms hereof. seqEmployee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to the articles and bylaws of ChannelAdvisor or applicable law. Also excluded from this Agreement are any claims which cannot be waived by law. Employee is waiving, however, Employee’s right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on Employee’s behalf. (b) In consideration of the execution of this Agreement by Employee, the Rehabilitation Act ChannelAdvisor hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges Employee of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and from any and all state debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff; demands or local laws regarding employment discrimination and/or federalliability whatsoever of every name and nature, state both at Law and in Equity which ChannelAdvisor or local laws of any type its successors in interest or description regarding employmentassigns now have, including but not limited to any claims ever have had, or can, shall or may have, whether known or unknown, suspected or unsuspected, against Employee arising from or derivative in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date hereof. ChannelAdvisor represents that ChannelAdvisor has no lawsuits, claims or actions pending in ChannelAdvisor’s name, or on behalf of any person or entity, against the ExecutiveEmployee or any other person or entity subject to the release granted in this paragraph. ChannelAdvisor warrants and covenants it shall maintain for at least six (6) years following Employee’s employment Termination Date, liability insurance coverage (Director’s and Officer’s liability insurance coverage or tail coverage), sufficient to cover (but no less than $3 million dollars) Employee’s actions as a director and/or officer of ChannelAdvisor with the Affiliated Entities, respect to matters arising prior to or as well as any and all such claims under state contract or tort lawof Employee’s Termination Date.

Waiver and Release. For a. On behalf of Employee and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Employee’s marital community, 2007 (the “Effective Date”)if any, by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever releaseEmployee expressly waives, discharge releases, and covenant not to xxx acknowledges satisfaction of all claims of any kind against the Company Company, Neurogene and each of its respective divisionstheir present, affiliatesformer, subsidiariesand future Affiliates, parents, branchesrelated entities, predecessors, successors, and assigns, andand all of their present, with respect to such entitiesformer, their managers, managing members, members, and future officers, directors, trusteesstockholders, partners, members, employees, agents, shareholders, administrators, general or limited partners, representatives, and attorneys, insurers in their individual and fiduciaries, past, present and future representative capacities (collectively the “Released Parties”) from ). Except as stated below, this waiver and release is comprehensive and includes any and all rights, actions, claims of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”including claims to attorneys’ fees), causes of action, disputes, damages, expenses or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiescosts, whether known or unknown unknown, based upon acts or omissions occurring or that could be alleged to the Executive, by reason of facts which have occurred on at or prior to the date that the Executive has signed before Employee’s execution of this ReleaseAgreement (“Released Claims”). Such released claims Released Claims include, without limitation, any and all claims relating for wages, compensation, including claims for separation benefits, acceleration or other compensation under the Employment Agreement, stock, restricted stock units or stock options. employee benefits, and damages of any kind whatsoever arising out of any: contract, express or implied; tort; covenant of good faith and fair dealing; estoppel or misrepresentation; defamation; discrimination; harassment; retaliation; wrongful termination or any legal restriction on the Company’s right to the foregoing under terminate Employee’s employment; any federal, state state, local, or local laws pertaining to employmentother governmental statute, ordinance, or regulation, including, without limitation and as amended from time to time, the Age Discrimination in Employment Act (“ADEA”), the Older Worker’s Benefit Protection Act of 1967, as amended, 29 U.S.C. Section 621, et seq.1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Employee Retirement Income Security Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1974 (“ERISA”), the Family and Medical Leave Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act of 1992(“OSHA”), 29 U.S.C. Section 2601 et. seq.the Washington Law Against Discrimination, and any other legal limitation on the employment relationship. Excluded from this waiver and all state release are claims that arise after this Agreement is executed, claims of vested rights under XXXXX, unemployment compensation claims, workers’ compensation claims, claims challenging the validity of this Agreement under the ADEA, claims for breach or local laws regarding employment discrimination and/or federalenforcement of this Agreement, state or local laws of and any type or description regarding employment, including but other claim that may not limited to any claims arising from or derivative be lawfully released under this Agreement. b. Employee hereby acknowledges that he is aware of the Executive’s employment principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the Affiliated Entitiesreleasee. With knowledge of this principle, as well as Employee hereby agrees to expressly waive any and all such claims under state contract or tort lawrights Employee may have to that effect.

Waiver and Release. For Employee, on behalf of herself and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s her heirs, beneficiaries, devisees, executors, administrators, attorneysfamily members, personal representatives, successors attorneys and assigns, to hereby waives, releases and forever releasedischarges Employer, discharge together with Employer’s directors, subsidiaries, divisions and covenant not to xxx the Company affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including each of their respective directors, officers, employees, shareholders, members, partners and agents, past, present, and future), and each of its and their respective divisionssuccessors and assigns (hereinafter collectively referred to as “Releasees”), affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to actions, causes of action, suits, complaints, contracts (whether oral or written, express or implied from any source), promises and liabilities of any kind, in law or equity, that Employee now has, or has ever had against the Executive, by reason Releasees as of facts which have occurred on or prior to and including the date that the Executive has signed of execution of this Waiver and Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act but not limited to: a. claims, actions, causes of 1967, as amended, 29 U.S.C. Section 621, et seq., action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.the Age Discrimination in Employment Act, as amended, the Equal Pay Act, the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. 1981 of the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991 Civil Rights Act, the Family and Medical Leave Act Act, as amended, and/or any other federal, state, municipal or local employment discrimination statutes or ordinances (including, but not limited to, claims based on age, sex, attainment of 1992benefit plan rights, 29 U.S.C. Section 2601 et. seq.race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or b. claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or c. future causes of action under the federal false claims act and/or any state false claims act relating in any manner to information learned while employed with Employer; and/or d. any other claim whatsoever including, but not limited to, claims for severance pay, sick pay, unpaid wages, unpaid bonuses, unpaid paid time off, claims based upon breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, defamation, interference with contract, intentional and/or negligent infliction of emotional distress, fraud, tort, personal injury, invasion of privacy, violation of public policy, negligence and/ Transition Agreement – 6 or any other common law, statutory or other claim whatsoever arising out of or relating to her employment with and/or separation from employment with the Employer and/or any of the other Releasees, but excluding any claims which by law Employee cannot waive, including claims for indemnification, unemployment and workers compensation, and any and all state claim that the Employer has failed to make any payments or local laws regarding employment discrimination and/or federal, state or local laws of to provide any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with payments or benefits described in the Affiliated Entities, as well as any and all such claims under state contract or tort lawAgreement.

Waiver and Release. For and in In consideration of for the payments pay and/or benefits and other benefits due to [•] (consideration set forth in the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”)Cisel hereby waives, by releases and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) discharges Ameren from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have or could be asserted against Ameren arising out of, of or related to, his to Cisel’s employment with the Company or any and/or termination of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown Ameren and/or any other occurrence up to the Executive, by reason of facts which have occurred on or prior to and including the date that the Executive has signed of this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentAgreement, including, without limitation the Age Discrimination in Employment Act but not limited to: (a) claims, actions, causes of 1967, as amended, 29 U.S.C. Section 621, et seq., action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.the Age Discrimination in Employment Act, as amended (the “ADEA”), the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Family and Medical Leave Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. Section 701 et. seq.and/or any other federal, the Family and Medical Leave Act of 1992state, 29 U.S.C. Section 2601 et. seq.municipal, and any and all state or local laws regarding employment discrimination and/or federalstatutes or ordinances (including, state or local laws of any type or description regarding employment, including but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or (c) any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by Ameren, claims for bonuses, claims for expense reimbursement, claims for attorneys’ fees, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to any claims arising from or derivative of the Executive’s my employment with the Affiliated Entitiesand/or separation from employment with Ameren; and/or (d) claims that Ameren violated its personnel policies, as well as handbook, or any and all such implied or express contract of employment; and/or (e) claims under state contract the Xxxxx Xxxxxxxxx Fair Pay Act, including claims that Cisel has been adversely affected by the application of a discriminatory compensation decision or tort lawother discriminatory practice.

Waiver and Release. For (a) Except for the specific covenants elsewhere in this Agreement, and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]extent consistent with law, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agreesEmployee, for the ExecutiveEmployee, Employee’s spouse, children, heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assignsassigns (hereinafter “Releasors”), to the extent consistent with law, hereby fully and forever releasereleases, discharge acquits, discharges and covenant promises not to xxx the Company Employer and each of its respective past, present and future parent and/or subsidiary entities, divisions, affiliatesaffiliates and any past, subsidiariespresent or future partners, parentsowners, branchesjoint venturers, stockholders, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesadministrators, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers heirs, executors, assigns, retirement plans and/or their trustees and fiduciariesany other person, pastfirm or corporation with whom any of them is now or may hereafter be affiliated (hereinafter “Releasees”), present and future (the “Released Parties”) from over any and all claims claims, counterclaims, agreements, debts, promises, grievances, complaints, demands, obligations, losses, causes of action, costs, expenses, attorney’s fees, liabilities and indemnities of any kind arising out ofnature whatsoever, whether now known or related tounknown, his employment with discovered now or in the Company future, whether based on race, age, disability, national origin, religion, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements and retirement plans, whether based on contract, tort, statute or any other legal or equitable theory of its affiliates or subsidiaries (collectivelyrecovery, with the Company, the “Affiliated Entities”), whether mature or to mature in the Executive’s separation from employment with the Affiliated Entitiesfuture, which from the Executive beginning of time of the world to the date of this Agreement Employee had, now has or may claims to have against Employer or any other person or entity described above. Without limiting the Released Partiesforegoing, whether known or unknown Section 3 of this Agreement applies to any and all matters, except those related to the Executiveenforcement of the terms contained herein, by reason of facts that have been or which could have occurred on been asserted in a lawsuit or prior in any state or federal judicial or administrative forum, up to the date that the Executive has signed of this Release. Such released claims includeAgreement, without specifically including, but not by way of limitation, any claims under the Nevada Fair Employment Practices Act, the Equal Pay Act, the Family and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Medical Leave Act of 19671993, as amended, 29 U.S.C. Section 621the Genetic Information Nondiscrimination Act of 2008, et seq.the National Labor Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, as amended (42 U.S.C. Section 2000e et. seq.§§ 1981-1988), the Fair Labor Standards ActAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ActAct of 1990, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Civil Rights Act of 19921991, 29 U.S.C. Section 2601 etthe Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of the Nevada Revised Statutes, any other statutory claim, any claim of wrongful discharge, any claim in tort or contract (including but not limited to the Employment Agreement), any claim seeking declaratory, injunctive, or equitable relief, or any other claim of any type whatsoever arising out of the common law of any state. seq.Notwithstanding the above, and this Agreement does not apply to any and all state rights, obligations or local laws regarding employment discrimination and/or claims governed by Chapter 612 of the Nevada Revised Statutes pertaining to unemployment compensation. This Agreement also does not limit any party's right, where applicable, to file an administrative charge or participate in an investigative proceeding of any federal, state or local laws government agency, but does operate as a waiver of any type personal recovery if related to the claims released herein. (b) EMPLOYEE HEREBY ACKNOWLEDGES THAT BY EXECUTING THIS AGREEMENT EMPLOYEE IS AGREEING TO WAIVE ANY AND ALL RIGHTS OR CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 626 et. seq.). EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. IN ADDITION, EMPLOYEE ACKNOWLEDGES THAT UPON RECEIPT OF THIS AGREEMENT, EMPLOYEE HAS A PERIOD OF TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT. (c) EMPLOYEE FURTHER UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING EMPLOYEE’S EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE EMPLOYEE’S WAIVER OF ANY POTENTIAL AGE DISCRIMINATION CLAIM AND THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE AS TO ANY SUCH WAIVER OF AN AGE DISCRIMINATION CLAIM UNTIL THE REVOCATION PERIOD HAS EXPIRED. HOWEVER, ALL OTHER ASPECTS OF THIS AGREEMENT, EXCEPT FOR EMPLOYEE WAIVER OF ANY POTENTIAL AGE DISCRIMINATION CLAIM, BECOMES EFFECTIVE AT THE TIME EMPLOYEE EXECUTES THIS AGREEMENT. Employee Initials (d) The parties agree that the twenty-one (21) day consideration period shall start on the date upon which this Agreement is presented to Employee or description regarding employmentEmployee’s counsel, including but not limited and shall expire at midnight twenty-one (21) calendar days later. The parties further agree that the seven (7) day revocation period shall start on the date upon which Employee executes this Agreement, and shall expire at midnight seven (7) calendar days later. If Employee elects to any claims arising from or derivative sign this Agreement prior to the end of the Executivetwenty-one (21) day consideration period, the mandatory seven (7) day revocation period will commence immediately the day after the date of execution. (e) The parties hereby agree that any modifications to the proposed Agreement originally forwarded to Employee or Employee’s employment counsel, whether considered or deemed to be material or nonmaterial, shall not restart the twenty-one (21) day consideration period. (f) Employee may sign this Agreement prior to the end of the twenty-one (21) day consideration period, thereby commencing the mandatory seven (7) day revocation period. If the Employee does sign this Agreement before the end of the twenty-one (21) day consideration period, Employee affirms that the waiver of the twenty-one (21) day consideration period is knowing, voluntary, and not induced by Employer through fraud, misrepresentation, a threat to withdraw or alter the offer prior to the expiration of the time period, or by providing different terms to those persons who sign the release prior to the expiration of the time period. Employee further affirms that employee consulted with counsel, or had the Affiliated Entitiesopportunity to do so, as well as any prior to signing this sub-paragraph and all such claims under state contract or tort lawfully understands employee’s rights and the effect of this waiver.

Waiver and Release. For and in In consideration of the payments compensation rights and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]benefits, 2007 (the “Effective Date”)Executive will irrevocably and unconditionally release, by waive and between UAP Holding Corp. (the “forever discharge Company”) , its Parent, its direct and the Executiveindirect subsidiaries and affiliates, affiliated persons, partnerships and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representativescorporations, successors and assigns, to forever release, discharge and covenant not to xxx the Company all of their past and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing memberspresent directors, members, partners, contractors, distributors, officers, directorsstockholders, trustees, employeesconsultants, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers employees, employee benefit plans and fiduciariesplan fiduciaries (collectively, past“Company Releasees”), present individually and future (the “Released Parties”) collectively, from any and all claims actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that Executive has ever had, may now have, or may later assert against any of Company Releasees, concerning, arising out of or related to Executive’s employment by or the performance of any kind services to or on behalf of any of the InSight Companies, arising out ofof or related to the termination of Executive’s employment agreement with Company, or related to, his employment arising out of any other agreement Executive may have or may have had with the Company or any InSight Companies, in all cases from the beginning of its affiliates or subsidiaries time to the effective date of termination (collectively, with the Company, the hereinafter referred to as “Affiliated EntitiesExecutive’s Claims”), including without limitation: (i) any claims arising out of or related to the Executive’s separation from employment with the Affiliated Entitiesany federal, which the Executive now has state and/or local labor or may have against the Released Partiescivil rights laws, whether known or unknown to the Executiveas amended, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeincluding, without limitation, any the federal Civil Rights Acts of 1866,1964, and all claims relating 1991 (including but not limited to the foregoing under federalTitle VII), state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amendedthe National Labor Relations Act, 29 U.S.C. Section 621the Worker Adjustment and Retraining Notification Act, et seq., Title VII of the Civil Rights Employee Retirement Income Security Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1974, the Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq.the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Industrial Welfare Commission Wage Orders, and the California Labor Code and/or any similar state antidiscrimination and employment statutes, and (ii) any and all state other Executive’s Claims arising out of or local laws regarding related to any contract or employment discrimination and/or agreement, any and all other federal, state or local constitutions, statutes, rules or regulations, or under the laws of any type country or description regarding employmentpolitical subdivision, including but or under any common law right of any kind whatsoever. Executive also agrees, with the respect to Executive’s Claims, to waive all rights to xxx or obtain equitable, remedial or point relief from any or all Company Releasees of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunction relief. Through the effective date of termination, notwithstanding the foregoing, this Waiver and Release shall not limited affect any of Executive’s rights or obligations under (a) Company’s 401(k) Savings Plan, (b) the Indemnification Agreement executed among Executive, Parent and Company effective , 2008, (c) Executive’s right to any claims arising from statutory indemnification pursuant to California Labor Code Section 2802, (d) the Consolidated Omnibus Budget Reconciliation Act, (e) workers compensation or derivative unemployment insurance benefit claims, or (f) the terms of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawAgreement.

Waiver and Release. For (a) Executive, for himself, Executive’s spouse, heirs, administrators, children, representatives, executors, successors, assigns, and in consideration of the payments and all other benefits due to [•] persons claiming through Executive, if any (the collectively, “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateReleasers”), by and between UAP Holding Corp. (the “Company”) and the Executivedoes hereby release, waive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliatesagents, subsidiaries, parents, branchesaffiliates, predecessorsrelated organizations, successors, assigns, and, with respect to such entities, and all of their managers, managing members, membersemployees, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representativesmanagers, attorneys, insurers successors, and fiduciariesassigns (collectively, past, present and future (the “Released PartiesReleasees”) from from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, or contingent or absolute, which heretofore through the date of this Agreement has been or may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or related in any way relating to, his : (a) Executive’s employment with the Company or any of its affiliates subsidiaries or subsidiaries affiliates; (collectivelyb) the transition of Executive’s employment to PTOC status; (c) violation of any law including but not limited to federal, with the Company, the “Affiliated Entities”)state or local statutes, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has common law of any jurisdiction; or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred (d) any events occurring on or prior to the date of this Agreement. Notwithstanding the above, this Agreement and waiver does not apply to: (i) any right to indemnification now existing under the Company’s governing documents or applicable law; (ii) any rights to the receipt of employee benefits which vested on or prior to the date of this Agreement; and (iii) the right to continuation coverage pursuant to COBRA. (b) Executive understands that the Executive has signed by signing this ReleaseAgreement, he is not waiving any claims or administrative charges which cannot be waived by law. Such released claims includeHe is waiving, without limitationhowever, any and all claims relating right to the foregoing under monetary recovery or individual relief should any federal, state or local laws pertaining agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to employmenthis employment with and/or transition to PTOC status with the Company (except as prohibited by 17 C.F.R. § 240.21F, including, without limitation et seq.). (c) Executive shall have twenty-one (21) calendar days to consider this Agreement and seven (7) calendar days from the date the Executive executes this Agreement to revoke the Executive’s waiver of any Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII (“ADEA”) claims by providing written notice of the Civil Rights Act revocation to the Company. In the event of 1964, as amended, 42 U.S.C. Section 2000e et. seq.such revocation, the Fair Labor Standards ActExecutive acknowledges that the Company will not provide any Severance, as amendedand Executive will be terminated from PTOC status. Once signed, 29 U.S.C. Section 201 et. seq.in the absence of revocation of this Agreement, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. Agreement will become effective on the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., day following the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family seventh and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative final day of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawrevocation period.

Waiver and Release. For and in consideration Notwithstanding anything herein to the contrary, upon any Termination of the payments and Employment (other benefits than due to [•] death) (a) the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), Executive shall execute a release and waiver in form mutually agreed by and between UAP Holding Corp. (the “Company”) Executive and the ExecutiveBoard of PFGI (which agreement neither party shall unreasonably withhold) which releases, waives, and for other good forever discharges the Companies, their Affiliates, and valuable considerationtheir respective subsidiaries, the Executive hereby agreesaffiliates, for the Executive’s heirsemployees, beneficiariesofficers, deviseesshareholders, executorsmembers, administratorspartners, directors, agents, attorneys, personal representativespredecessors, successors and assigns, to forever release, discharge from and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from against any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages and obligations of every kind and nature in law, equity, or otherwise, known and unknown suspected and unsuspected, disclosed and undisclosed, including but not limited to any and all such claims of any kind and demands directly or indirectly arising out of, of or related to, his employment in any way connected with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with and services as a director of the Affiliated EntitiesCompanies and their Affiliates; claims or demands related to compensation or other amounts under any compensatory arrangement, which stock, stock options, or any other ownership interests in any of the Executive now has Companies or may have against the Released Partiesany Affiliate, whether known vacation pay, fringe benefits, expense reimbursements, severance benefits, or unknown any other form of compensation or equity; claims pursuant to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or state, local laws pertaining to employmentlaw, statute of cause of action including, without limitation but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of ; the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the federal Americans with Disabilities ActAct of 1990; tort law, contract law; wrongful discharge, discrimination; defamation; harassment; or emotional distress; provided that Executive’s waiver and release shall not relieve the Companies from any of the following obligations, to the extent they are to be performed after the date of the release and waiver: (i) payment of amounts due under Sections 6.1, 6.2 or 6.3, as amendedapplicable, 42 U.S.C. (ii) any obligations under the second sentence of Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.6.4, and (iii) payment of any gross-up amount due under Article VIII; and provided further that (x) neither party shall release the other from his or its obligations under Article IX of this agreement, to the extent such obligations are to be performed after the Date of Termination, and (y) Executive shall not be precluded from defending against Cause Claims (as defined in Section 6.5(b)); and (b) the Company shall execute a release and waiver in form mutually agreed by Executive and the Board of PFGI (which agreement neither party shall unreasonably withhold) which releases, waives, and forever discharges the Executive and his executors, administrators, successors and assigns, from and against any and all state claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages and obligations of every kind and nature in law, equity, or local laws regarding employment discrimination and/or federalotherwise, state or local laws of any type or description regarding employmentknown and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to any and all such claims and demands directly or indirectly arising from out of or derivative of in any way connected with the Executive’s employment with and services as a director of the Affiliated EntitiesCompanies and their Affiliates, as well as but excluding any and all such claims liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages or obligations arising out of or in any way connected with events, acts or conduct giving rise to or in any way connected with Executive’s Termination of Employment for Cause (“Cause Claims”), provided, however, that (i) neither party shall release the other from his or its obligations under state contract or tort lawArticle IX of this agreement, to the extent such obligations are to be preformed after the Date of Termination, (ii) the Company shall not release Executive from his obligation under Article VII and (iii) Executive shall not be precluded from defending against Cause Claims. (c) Executive hereby agrees that the execution of this Agreement is adequate consideration for the execution of such a release, and hereby acknowledges that the Companies would not have executed this Agreement had Executive not agreed to execute such a release.

Waiver and Release. For In exchange for the rights and in consideration of benefits under this Agreement, including without limitation the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Separation Payments, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationon behalf of herself, the Executive hereby agrees, for the Executive’s her heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to and agents hereby fully releases, acquits, and forever releasedischarges the Company, discharge its past, present, and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, future predecessors, successors, assignsparent companies, andsubsidiary companies, with respect to such affiliated entities, related entities, operating entities, and its and their managerspast, managing memberspresent, members, and future officers, directors, trusteesshareholders, members, investors, partners, employees, agents, shareholdersattorneys, insurers, reinsurers, and all of its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, general or limited partnersand insurers of those plans) (collectively, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims causes of any action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind arising out ofor nature, in law, or related toequity or otherwise, his whether known or unknown, vested or contingent, suspected or unsuspected, that Executive may now have, has ever had, or hereafter may have relating directly or indirectly to her employment with the Company, the termination of her employment with the Company, the benefits or attributes of her employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any of its affiliates or subsidiaries (collectively, with the Company, Released Parties. Executive also releases all of the “Affiliated Entities”), or to the Executive’s separation Released Parties of and from employment with the Affiliated Entities, which the any and all claims Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or that arose prior to the date that the Executive has signed signs this Release. Such released claims includeAgreement, without limitation, arising from any and all claims relating to the foregoing under violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws pertaining to employment, by any of the Released Parties for any reason under any legal theory including, without limitation but not limited to, the Age Discrimination in Employment Act (“ADEA”); the Americans With Disabilities Act of 1967, as amended, 29 U.S.C. Section 621, et seq., 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (“Xxxx-Xxxxx”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“XXXX”); the Immigration Reform and Control Act (“IRCA”); the Xxxxx Xxxxxxxxx Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19731991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or local laws, statutes ordinances, constitutions, rules, orders or regulations, all as they may be amended. Executive also forever waives, 29 U.S.C. Section 701 et. seq.releases, discharges and gives up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the Family covenant of good faith and Medical Leave Act fair dealing, wrongful or retaliatory discharge, discrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel, slander, intentional and negligent infliction of 1992emotional distress, 29 U.S.C. Section 2601 et. seq.duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any and all state or local laws regarding employment discrimination and/or federal, state or local laws of law, regulation, constitution, ordinance or judicial decision; and any type or description regarding employmentclaim concerning wages, including but not limited benefits, severance payments, bonus payments, payments pursuant to any claims arising from agreement with the Company, stock, stock options, or derivative stock option agreement. Executive also agrees to waive any right she has to pursue any claim or grievance through any internal channel of the Executive’s employment Company and/or its affiliates. Executive understands and agrees that her waivers include both claims that she knows about and those she may not know about which have arisen on or before the date on which she signs this Agreement. Executive further agrees to waive all rights under Section 1542 of the Civil Code of the State of California, up to and including the date she signs this Agreement. Section 1542 provides as follows: Executive further agrees and represents that she has had an opportunity to consult with an attorney over the Affiliated Entities, as well as any meaning and all such claims significance of this Civil Code §1542 waiver and that she knowingly and voluntarily waives her rights under state contract or tort lawthis statute.

Waiver and Release. For and To the extent permitted by applicable law, in exchange for the consideration of provided in the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for himself and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, “Releasors”) irrevocably and unconditionally fully and forever waives, releases and discharges the Company and each and all of its present and former officers, agents, directors, managers, employees, representatives, affiliates, shareholders, attorneys, personal representativesmembers, and each of their successors and assigns, to forever releaseand all persons acting by, discharge through, under or in concert with, and covenant not to xxx the Company and each of its respective divisionsindividually in their official capacities (collectively, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesReleasees”) from any and all claims claims, demands, actions, causes of action, obligations, judgments, rights, fees, damages, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claim” or “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s hire, benefits, employment, termination or separation from employment with the Affiliated Entitiesand any actual or alleged act, which the Executive now has omission, transaction, practice, conduct, occurrence or may have against the Released Parties, whether known other matter that existed or unknown to the Executive, by reason of facts which have occurred arose on or prior to before the date that the Executive has signed of his execution of this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to any claims, under (as amended, 29 U.S.C. Section 621, et seq.) the United States Constitution, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1964, as amended1991, 42 U.S.C. Section 2000e et. seq.section 1981, the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.the California Fair Employment and Housing Act, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil California Family Rights Act, as amendedthe California Business and Professions Codes, 42 U.S.C. Section 1981 et. seq.Civil Code, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.Labor Code, and Government Code, and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws of law (statutory, regulatory or otherwise) that may be legally waived and released and any type or description regarding employmentcommon law tort and/or contract claims, including including, but not limited to to, any claims arising of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Nothing in this Release or the Agreement will be construed to (i) limit or affect Executive’s right to challenge the validity of this release; (ii) in any way interfere with Executive’s right and responsibility to give truthful testimony under oath; or (iii) prohibit Executive from participating in an investigation, filing a charge or derivative otherwise communicating with any federal, state or local government office, official or agency, including, but not limited to, the Equal Employment Opportunity Commission, Department of Labor, National Labor Relations Board, or the Securities and Exchange Commission. However, Executive expressly promises never to seek or accept any compensatory damages, back pay, front pay, or reinstatement remedies with respect any Claim that Executive has released in this Release or the Agreement. Furthermore, this waiver and release of claims excludes, and Executive does not waive, release or discharge, any claims under state workers’ compensation or unemployment laws Executive has against the Company and/or any claims by Executive that cannot be released by a private settlement agreement. In addition, nothing in this Release waives, releases or discharges (i) any claim regarding rights of indemnification and receipt of legal fees and expenses to which you are entitled under the Indemnification Agreement made between the Company and Executive, the Company’s or an affiliate of the Company’s Certificate of Incorporation or By-laws (or similar instrument) or pursuant to applicable law or (ii) any of Executive’s vested rights under the Coherent, Inc. 401(k) Retirement Plan, the Coherent, Inc. Deferred Compensation Plan or health benefit programs. Executive affirms that he has been paid and/or has received all compensation, wages, bonuses and/or benefits to which he may be entitled and no other compensation, wages, bonuses and/or benefits are due to Executive except as provided in the Agreement. Executive represents that he has reported all injuries and illnesses arising out of Executive’s employment with the Affiliated EntitiesCompany; has been properly provided any leave of absence required by applicable law because of his or a family members’ health condition or any other qualifying leave; and has not been subject to any improper treatment, as well as any and all conduct, or actions due to a request for or taking such claims under state contract or tort lawleave.

Waiver and Release. For and in In consideration of for the payments and other benefits due to [•] (the “Executive”) pursuant be provided to Executive as set forth herein and the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, himself and for other good and valuable considerationany person or entity that may claim by him or through him, the Executive hereby agrees, for the including Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever release, discharge and covenant not to xxx discharges the Company Corporation and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general individual or limited partners, representatives, attorneys, insurers and fiduciaries, collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, successors, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the hereinafter collectively referred to as “Released PartiesReleasees”) ), from any and all claims claims, causes of any kind arising out of, action or related to, his liabilities relating to Executive’s employment with the Company Corporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of its affiliates action or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or liabilities relating to the Executive’s separation from employment with the Affiliated EntitiesCorporation or the termination thereof arising under Title VII of the Civil Rights Act, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of (the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.“ADEA”), the Fair Labor Standards Employee Retirement Income Security Act, as amended, 29 U.S.C. Section 201 et. seq.the Worker Adjustment and Retraining Notification Act, the Americans American with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Equal Pay Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any and all state other foreign, federal, state, municipal, or local laws regarding employment discrimination and/or federalstatutes (including, state or local laws of any type or description regarding employment, including but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to any claims arising from or derivative of the Executive’s employment with the Affiliated EntitiesCorporation or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other cause of action relating to Executive’s employment with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or of the other Releasees. Nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission, or any other local, state or federal agency, and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith a governmental agency. Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, any other applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s Certificate of Incorporation or By-laws, as well as either may be amended from time to time, the Equity Plan and any and all such agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims under state contract or tort lawagainst the Corporation not now known by Executive to exist.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (the “Executive”) made pursuant to Paragraph 2(c) the Employment Agreement sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges ChannelAdvisor (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, agents and representatives, attorneys, insurers ) of and fiduciaries, past, present and future (the “Released Parties”) from any and all claims debts, demands, actions, causes of any kind arising out ofaction, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or related toliability whatsoever of every name and nature, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executiveboth at Law and in Equity [[Applicable only if over 40 including, by reason way of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without example and not limitation, any rights and all claims relating to the foregoing arising under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, 29 U.S.C. Section 621, et seq.the Older Worker Benefit Protection Act], Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codes, the Fair Labor Standards ActEqual Pay Act of 1963, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amendedand any other state and federal employment discrimination laws, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Actbreach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, Employee Income Retirement Security Act of 1974, as amended, 42 U.S.C. Section 1981 etloss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct) which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any other event occurring prior to the date hereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms hereof. seqEmployee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to the articles and bylaws of ChannelAdvisor or applicable law. Also excluded from this Agreement are any claims which cannot be waived by law. Employee is waiving, however, Employee’s right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on Employee’s behalf. (b) In consideration of the execution of this Agreement by Employee, the Rehabilitation Act ChannelAdvisor hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges Employee of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and from any and all state debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff; demands or local laws regarding employment discrimination and/or federalliability whatsoever of every name and nature, state both at Law and in Equity which ChannelAdvisor or local laws of any type its successors in interest or description regarding employmentassigns now have, including but not limited to any claims ever have had, or can, shall or may have, whether known or unknown, suspected or unsuspected, against Employee arising from or derivative of in any manner related to Employee’s employment, or the Executive’s employment with termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the Affiliated Entitiesdate hereof. ChannelAdvisor represents that ChannelAdvisor has no lawsuits, as well as any and all such claims under state contract or tort law.actions pending in

Waiver and Release. For Employee, on behalf of himself and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]his marital community, 2007 (the “Effective Date”)if any, by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors administrators and assigns, to forever releaseexpressly waives against Employer, discharge its present and covenant not to xxx the Company and each of its respective divisionsformer businesses, affiliates, subsidiaries, parentsparents or other related entities of any nature, branches, predecessors, successors, assigns, and, with respect to such entities, and its and their managers, managing members, members, collective current and former officers, directors, trusteesstockholders, managers, employees, agents, shareholders, administrators, general or limited partnerstrustees, representatives, attorneysmembers, insurers agents and fiduciaries, past, present attorneys in each of their individual and future representative capacities (the all of which are collectively referred to as “Released Parties”) from any and all claims claims, damages, causes of any kind arising out of, action or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesdisputes, whether known or unknown unknown, based upon acts or omissions relating to Employee’s employment with or the Executive, by reason end of facts Employee’s employment with Employer which have occurred on or prior to the date that execution of this Second Agreement; and further releases, discharges and acquits Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or disputes unless expressly excluded from the Executive has signed scope of this Releasewaiver and release (“Released Claims”). Such released This waiver and release includes any claims includeunder common law or federal, state, or local statute or ordinance, including, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967(ADEA) and Older Workers Benefit Protection Act (OWBPA). Excluded from this Release are claims that Employee may have regarding vested benefits under ERISA, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans any other claim that may not be released in accordance with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.applicable law, and any rights or claims that may arise after the date this Second Agreement is executed. Employee is not barred from bringing an action challenging the validity of this Agreement under the ADEA or OWBPA. Nothing in this Second Agreement is intended to or shall prevent or interfere with Employee's right to provide information to the government, participate in investigations, file a complaint, testify in proceedings regarding Employer's past or future conduct, or engage in any activities protected under the whistleblower statutes administered by OSHA, SEC, National Labor Relations Board, or other government agency, or to receive and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited fully retain a monetary award from a government-administered whistleblower award program for providing information directly to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawa government agency.

Waiver and Release. For Pursuant to Section [4(c)(ii)/4(e)(i)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors & officers liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated Entities, as well as Fund Incentives; and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and all such including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For In exchange for the Severance Benefits the Company will provide you under this Separation Agreement, you release and in consideration of forever discharge the payments Company, any and other benefits due to [•] all past, present or future parents, subsidiaries and affiliates (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateAxiall Companies”), by and between UAP Holding Corp. (any and all past, present, or fReduture related persons or entities, including but not limited to the “Company”) ’s and the ExecutiveAxiall Companies’ officers, and for other good and valuable considerationdirectors, the Executive hereby agreesmanagers, for the Executive’s heirsemployees, beneficiariesshareholders, devisees, executors, administratorsagents, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future specifically including without limitation Axiall Corporation (the “Released Parties”) from from, any and all claims of any kind arising out ofactions, claims, demands and damages, whether actual or related topotential, his employment with the Company known or any of its affiliates or subsidiaries (collectivelyunknown, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesand specifically but not exclusively, which the Executive now has you may have or may claim to have against the Released Parties, whether known or unknown to the Executive, by reason Parties as of facts which have occurred on or prior to the date that the Executive has signed you sign this Release. Such released claims includeSeparation Agreement including, without limitation, any and all claims relating related or in any manner incidental to your employment with the foregoing Company or termination of that employment relationship (“claims”) which you or your heirs, successors, executors, or other representatives may have. All such claims are forever barred by this Separation Agreement regardless of the forum in which such claims might be brought, including, but not limited to, claims (a) under any federal, state or local laws pertaining to employment, law governing the employment relationship or its termination (including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.but not limited to, Title VII of the Civil Rights Act Acts of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., 1964 and 1991; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. ; the Reconstruction Era Civil Rights Family Medical Leave Act, as amended, 42 U.S.C. Section 1981 et. seq.; the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.Act, the Family Worker Adjustment and Medical Leave Act of 1992Retraining Notification Act, 29 U.S.C. Section 2601 et. seq.the federal Age Discrimination in Employment Act, any state, local, and other federal employment laws, and any amendments to any of the foregoing) and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and release of all state claims, known or local laws regarding employment discrimination and/or federalunknown, state that you may have against the Released Parties based on any act, omission, matter, cause or local laws thing that occurred through the date of any type your execution of this Separation Agreement. The above release does not waive claims (i) that may arise after you sign this Separation Agreement, (ii) which cannot be released by private agreement or description regarding employment(iii) to enforce the terms of this Separation Agreement, including but not limited to any claims arising from or derivative the payment of the Executive’s employment with the Affiliated Entities, as well as any compensation and all such claims under state contract or tort law.benefits specified in Exhibit A.

Waiver and Release. For Pursuant to Section [4(c)(i)] / [4(e)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq.Florida Civil Rights Act, Florida Whistleblower Protection Act, Florida Wage Discrimination Law, Florida Minimum Wage Act, Florida Equal Pay Law and the Rehabilitation Act of 1973Florida Constitution, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors’ and officers’ liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.Fund Incentives;

Waiver and Release. For In consideration of, and in consideration of as a condition precedent to, the payments and other benefits due to [•] (the “Executive”) payable pursuant to the that certain Employment Agreement (the “Employment Agreement”) entered into effective as of [date]September 13, 2007 (the “Effective Date”)2017 between Ascent Capital Group, by and between UAP Holding Corp. Inc., a Delaware corporation (the “Company”) ), and Xxxxxxx X. Xxxxxx (“Executive”), which were offered to Executive in exchange for a general waiver and release of claims (this “Waiver and Release”). Executive having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, or may be entitled to claim, Executive, for himself, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his heirs, beneficiaries, devisees, executors, administrators, attorneyssuccessors and assigns, personal representativesdoes hereby release, forever discharge and promise not to xxx the Company, its parents, subsidiaries, affiliates, successors and assigns, to forever release, discharge and covenant not to xxx the Company their past and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, present officers, directors, trusteespartners, employees, agentsmembers, managers, shareholders, administrators, general or limited partners, representativesagents, attorneys, insurers and fiduciariesaccountants, pastinsurers, present and future heirs, administrators, executors (collectively the “Released Parties”) from any and all claims claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of any every kind arising out of, and nature whatsoever in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesequity, which the Executive had, now has has, or may have against the Released Parties, whether known Parties relating in any way to Executive’s employment with the Company or unknown to the Executive, by reason of facts which have occurred on or termination thereof prior to and including the date that the Executive has signed of execution of this Waiver and Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any claims arising from and all other damages of any kind or derivative nature; all contracts, oral or written, between Executive and any of the Executive’s employment with Released Parties; any business enterprise or proposed enterprise contemplated by any of the Affiliated EntitiesReleased Parties, as well as anything done or not done prior to and including the date of execution of this Waiver and Release. Notwithstanding anything to the contrary contained in this Waiver and Release, nothing in this Waiver and Release shall be construed to release the Company from any and all such claims under state contract or tort lawobligations set forth in the Agreement.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (set forth in this Agreement, except for the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]payment and benefits expressly provided herein, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationhimself, the Executive hereby agrees, for the Executive’s his heirs, beneficiariesadministrators, deviseesrepresentatives, executors, administrators, attorneys, personal representatives, successors and assigns, to forever assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the AMF Entities and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, memberstrustees, officers, directorssecurity holders, trustees, employeespartners, agents, shareholdersand former and current employees and directors, administratorsincluding without limitation all persons acting by, general through, under or limited partnersin concert with any of them (collectively, representatives"Releasees"), attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any kind arising out ofnature whatsoever, known or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesunknown, whether known in law or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any equity and all claims relating to the foregoing whether arising under federal, state or local laws pertaining to employmentlaw and in particular including any claim for discrimination based upon race, includingcolor, without limitation ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), as amendednational origin, 29 U.S.C. Section 621religion, et seq.disability, Title VII or any other unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future, against each or any of the Civil Rights Act Releasees from the beginning of 1964the world until the date of the execution of this Agreement. The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 9(a), this Agreement may be raised as amendeda complete bar to any such action, 42 U.S.C. Section 2000e et. seqclaim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (b) In consideration of the Executive's agreements and covenants set forth in this Agreement, the Fair Labor Standards ActCompany, as amendedBowling Worldwide and their subsidiaries (the "AMF Releasors") hereby irrevocably and unconditionally release, 29 U.S.C. Section 201 et. seq., acquit and forever discharge the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Executive from any and all state charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any nature whatsoever, known or local laws regarding employment discrimination and/or unknown, whether in law or equity and whether arising under federal, state or local laws law, which the AMF Releasors now have, or may have in the future, against the Executive with respect to the Executive from the beginning of the world until the date of the execution of this Agreement, other than any type claim based upon fraudulent or description regarding employmentillegal activity that was not discovered by the AMF Releasors until subsequent to the date of execution of this Agreement, or any claim that may be brought derivatively. The AMF Releasors acknowledge and agree that if they should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Executive with respect to any cause, matter or thing which is the subject of this Section 9(b), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the Executive may recover from the AMF Releasors all costs incurred in connection with such action, claim or proceeding, including but not limited attorneys' fees. (c) The Executive affirms that prior to any claims arising from or derivative the execution of this Agreement and the waiver and release in Section 9(a), the Executive was advised by the Company and Bowling Worldwide to consult with an attorney of the Executive’s employment with 's choice concerning the Affiliated Entitiesterms and conditions set forth herein, as well as any and all such claims under state contract or tort lawthat the Executive was given up to 21 days to consider executing this Agreement, including the waiver and release in Section 9(a). The Executive has 7 days following his execution of this Agreement to revoke and cancel the terms and conditions contained herein, including the waiver and release in Section 9(a).

Waiver and Release. For (a) Subject to Section 1(b) of this Waiver and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Release Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, on his own behalf and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s on behalf of his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, agents, successors and assigns, to hereby unconditionally and irrevocably releases, waives, and forever release, discharge and covenant not to xxx discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branchessuccessors, predecessors, successorsand the subsidiaries, assignsdirectors, and, with respect to such entities, their managers, managing membersowners, members, shareholders, officers, directors, trustees, employees, agents, shareholdersand employees of the Company and its affiliates, administratorsparents, general or limited partnerssuccessors, representativespredecessors, attorneysand subsidiaries (collectively, insurers and fiduciaries, past, present and future (all of the foregoing are referred to as the “Released PartiesEmployer”) ), from any and all claims causes of any kind arising out ofaction, claims, obligations, liabilities, and damages, including attorneys’ fees, whether in law or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesin equity, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on foreseen or prior to unforeseen, presently asserted or otherwise arising through the date that of his signing of the Executive has signed Waiver and Release Agreement, including but not limited to matters concerning his employment or separation from employment. Subject to Section 1(b) of this Release. Such released claims includeWaiver and Release Agreement, without limitationthis release includes, but is not limited to, any and all claims relating to the foregoing payments, benefits, or damages arising under federal, state or local laws pertaining to employment, any federal law (including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.the Age Discrimination in Employment Act, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.Executive Order 11246, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Genetic Information Nondiscrimination Act, the National Labor Relations Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances, or regulations (including, but not limited to, the Indiana Civil Rights Law, the Indiana Wage Payment and Wage Claims Act, and any and all other state or local laws regarding employment discrimination and/or federallaws, state ordinances, or local laws regulations including those requiring that advance notice be given of certain workforce reductions); and any type claim arising under any common law principle or description regarding employmentpublic policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy, or loss of consortium. (b) Other than the Severance Payment, the Executive acknowledges and agrees that he is not entitled to and will not seek any further consideration for his service as an employee or agent of the Employer, including but not limited to, any other wages, commissions, bonus compensation of any kind, notice payment, severance, vacation pay, sick pay, pension benefits, compensation, or other benefits, except for the obligations of the Company (i) to make the Severance Payment, (ii) with respect to any claims arising vested and nonforfeitable rights under any award agreement entered into with the Executive pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, as amended from time to time, and any successor plan thereto and under any other employee benefit plans or derivative programs of the Employer, (iii) under any indemnification agreement with the Executive’s , or (iv) under this Waiver and Release Agreement. (c) The Executive understands that by signing this Waiver and Release Agreement that he is not waiving (i) any claims or administrative charges which cannot be waived by law, such as a claim challenging the validity of the release in this Waiver and Release Agreement; or (ii) his ability to provide any information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state, or local agency (including the Equal Employment Opportunity Commission) (“Government Agencies”) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Affiliated EntitiesCompany (other than with respect to those matters described in Section 1(b) and except as provided in Section 1(d)(iv) of this Waiver and Release Agreement). The Executive represents that he has not previously filed any claim or joined in any claim or suit against the Employer. (d) The Executive further understands that, as well as notwithstanding anything herein to the contrary, nothing in this Waiver and Release Agreement shall (i) prohibit the Executive from making reports to Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency authorized to enforce laws against unlawful conduct, including discrimination; (ii) prohibit the Executive from making reports of possible violations of federal law or regulation to any Governmental Agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; (iii) require notification or prior approval by the Company of any reporting described in clauses (i) or (ii); or (iv) prohibit the Executive from receiving a reward paid by the Securities and Exchange Commission for providing information. The Executive understands that pursuant to 18 U.S.C. Section 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (x) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney solely for the purpose of reporting or investigation a suspected violation of law; or (y) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (e) The Executive further agrees without any reservation whatsoever, never to sxx the Employer or become a party to a lawsuit seeking monetary or other relief for himself on the basis of any and all such claims under state contract or tort lawof any type lawfully and validly released in this Waiver and Release Agreement.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (set forth in this Agreement, except for the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]payment and benefits expressly provided herein, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationhimself, the Executive hereby agrees, for the Executive’s his heirs, beneficiariesadministrators, deviseesrepresentatives, executors, administratorssuccessors and assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, attorneysacquit and forever discharge the NXL Entities and their trustees, personal representativesofficers, successors security holders, partners, agents, and former and current employees and directors, and their successors, executors and assigns, to forever releaseincluding without limitation all persons acting by, discharge and covenant not to xxx the Company and each through, under or in concert with any of its respective divisionsthem (collectively, affiliates"Releasees"), subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of any kind arising out ofaction, or related tosuits, his employment with the Company or any of its affiliates or subsidiaries rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) (collectively, with the Company"Claims") of any nature whatsoever, the “Affiliated Entities”), known or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesunknown, whether known in law or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any equity and all claims relating to the foregoing whether arising under federal, state or local laws pertaining to employmentlaw and in particular including any claim for discrimination based upon race, includingcolor, without limitation ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future as amendeda result of any facts or circumstances currently existing or which may have existed in the past (including, 29 U.S.C. Section 621without limitation, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all matters arising from the Executive's employment by or service with the Company), but excluding any Claims arising from any action to enforce the Company's obligations under this Agreement, against each or any of the Releasees (collectively, the "Released Claims"). The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 9(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (b) With respect to any and all Released Claims, the Executive stipulates and agrees that, upon execution of this Agreement, Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of ss. 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or local laws regarding employment discrimination and/or territory of the United States, or principle of common law, which is similar, comparable or equivalent to ss. 1542 of the California Civil Code. The Releasors may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Releasor, upon the execution of this Agreement by the Executive, shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. (c) The Executive affirms that he has been represented by counsel in connection with the negotiation and execution of this Agreement and the waiver and release in Section 9(a). (d) In consideration of the matters set forth in this Agreement, except for the payment and benefits expressly provided herein, the Company, for itself and its successors and assigns (collectively "NXL Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the Executive and his successors, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, "NXL Releasees"), from any and all Claims of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local laws law which the NXL Releasors had, now have, or may have in the future as a result of any type facts or description regarding employmentcircumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive's employment by or service with the Company) , against each or any of the NXL Releasees (collectively, the "NXL Released Claims"); provided that the NXL Released Claims shall not include either (x) any Claims arising from any action to enforce the Executive's obligations under this Agreement or (y) any Claims as to which indemnification of a director or officer of the Company would be unavailable under Maryland law (it being understood and agreed for this purpose that the provision in such law barring indemnification as to any acts or omissions involving "an improper personal benefit in money, property or services" shall not extend to any benefit that might be deemed to have been afforded to the Executive merely as a result of his status as a director, officer or shareholder of Legacy or EDV, and this Agreement shall not in any event constitute a release or waiver of any Claim against Legacy). The Company acknowledges and agrees that if it or any other NXL Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the NXL Releasees with respect to any cause, matter or thing which is the subject of this Section 9(d), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable NXL Releasee may recover from the Company all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (e) With respect to any and all NXL Released Claims, the Company stipulates and agrees that, upon execution of this Agreement, the NXL Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of ss. 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The NXL Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to ss. 1542 of the California Civil Code. The NXL Releasors may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the NXL Released Claims, but each NXL Releasor, upon the execution of this Agreement by the Company, shall be deemed to have fully, finally, and forever settled and released any and all NXL Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to any claims arising from the subsequent discovery or derivative existence of the Executive’s employment such different or additional facts. (f) The Company affirms that it has been represented by counsel in connection with the Affiliated Entities, as well as any negotiation and all such claims under state contract or tort lawexecution of this Agreement and the waiver and release in Section 9(d).

Waiver and Release. For In exchange for the Severance Benefits the Company will provide you under this Separation Agreement, you release and in consideration of forever discharge the payments Company, any and other benefits due to [•] all past, present or future parents, subsidiaries and affiliates (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateTriMas Companies”), by and between UAP Holding Corp. (any and all past, present, or future related persons or entities, including but not limited to the “Company”) ’s and the ExecutiveTriMas Companies’ officers, and for other good and valuable considerationdirectors, the Executive hereby agreesmanagers, for the Executive’s heirsemployees, beneficiariesshareholders, devisees, executors, administratorsagents, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future specifically including without limitation TriMas Corporation (the “Released Parties”) ), from any and all claims of any kind arising out ofactions, claims, demands and damages, whether actual or related topotential, his employment with the Company known or any of its affiliates or subsidiaries (collectivelyunknown, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesand specifically but not exclusively, which the Executive now has you may have or may claim to have against the Released Parties, whether known or unknown to the Executive, by reason Parties as of facts which have occurred on or prior to the date that the Executive has signed you sign this Release. Such released claims includeSeparation Agreement including, without limitation, any and all claims relating related or in any manner incidental to your employment with the foregoing Company or termination of that employment relationship (“claims”) which you or your heirs, successors, executors, or other representatives may have. All such claims are forever barred by this Separation Agreement regardless of the forum in which such claims might be brought, including, but not limited to, claims (a) under any federal, state or local laws pertaining to employment, law governing the employment relationship or its termination (including, without limitation but not limited to, Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., ; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. ; the Reconstruction Era Civil Rights Family Medical Leave Act, as amended, 42 U.S.C. Section 1981 et. seq., ; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973Act; the Worker Adjustment and Retraining Notification Act; any state, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.local, and other federal employment laws; and any amendments to any of the foregoing) and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and release of all state claims, known or local laws regarding employment discrimination and/or federalunknown, state that you may have against the Released Parties based on any act, omission, matter, cause or local laws thing that occurred through the date of any type your execution of this Separation Agreement. The above release does not waive claims (i) for vested rights under employee benefit plans as applicable on the date you sign this Separation Agreement, (ii) that may arise after you sign this Separation Agreement, (iii) which cannot be released by private agreement or description regarding employment(iv) to enforce the terms of this Separation Agreement, including but not limited to any claims arising from or derivative the payment of the Executive’s employment with the Affiliated Entities, as well as any compensation and all such claims under state contract or tort law.benefits specified in Exhibit A.

Waiver and Release. For and (a) Except as otherwise provided in consideration of this Agreement, in the payments and other benefits due event the Executive is entitled to [•] (receive the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationCash Payment, the Executive hereby agreesagrees that payment of the Cash Payment will be in full satisfaction of all obligations of BHLB, for Legacy, and the Bank to the Executive under the Agreement and this Settlement Agreement. (b) The Executive’s heirs, beneficiarieson behalf of himself, devisees, executors, administrators, attorneys, personal representatives, successors his heirs and assigns, irrevocably and unconditionally releases BHLB, Legacy and the Bank (which, for purpose of this Section 4 shall be defined to forever releaseinclude all of BHLB’s, discharge Legacy’s, and covenant not to xxx the Company Bank’s related and each of its respective divisionsaffiliated entities, affiliates, subsidiaries, parents, branches, their predecessors, successors, heirs or assigns, andand any past, with respect to such entities, their managers, managing members, members, present or future officers, directors, trustees, employeesboard of director members, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”employees) from any all claims, controversies, liabilities, demands, causes of action, debts, obligations, promises, acts, agreements, and all claims damages of whatever kind or nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or contingent, actual or potential, jointly and individually, that the Executive has had or now has, based upon and/or arising out of any kind arising out ofor all facts, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or circumstances and/or events relating to the Executive’s employment with BHLB, Legacy, and/or the Bank, or separation from employment with the Affiliated Entitiesemployment, which the Executive now has or may have against the Released Partiesincluding, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitationbut not limited to, any and all claims relating to the foregoing for breach of express or implied contract or covenant of good faith and fair dealing (whether written or oral), all claims for retaliation or violation of public policy, breach of promise, detrimental reliance or tort (e.g., intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or advantageous relationship, etc.), whether based on common law or otherwise; all claims arising under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 201 et. seq., ; the Americans with Disabilities Act; claims for emotional distress, as amendedmental anguish, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Actpersonal injury, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act loss of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and consortium; any and all state claims that may be asserted on Executive’s behalf by others (including the Equal Employment Opportunity Commission); or local laws regarding employment discrimination and/or any other federal, state or local laws or regulations relating to employment or benefits associated with employment. The foregoing list is meant to be illustrative rather than inclusive. Notwithstanding the above, it is understood that the Executive does not waive any rights that the Executive may have to vested benefits under any tax-qualified retirement, restricted stock or stock option awards, or any other benefit plan, contract or arrangement, provided by BHLB, Legacy, or the Bank other than as specifically set forth herein. (c) Except as otherwise provided for in this Agreement, the Executive waives the rights and claims to the extent set forth above, and the Executive also agrees not to institute, or have instituted, a lawsuit against BHLB, Legacy, and/or the Bank based on any such waived claims or rights, except to enforce the terms of this Agreement. (d) The Executive acknowledges that he has been instructed to, and has had the opportunity to review this Settlement Agreement with an attorney or any type or description regarding employmentrepresentative of his choosing before signing it. The Executive further acknowledges that he has 45 days from the date the Executive receives this Settlement Agreement to consider this Settlement Agreement. The Executive further acknowledges that he has access to information about other employees laid off and retained within his department, including but their ages, and has had an opportunity to consider and review this information along with this Settlement Agreement. (e) The Executive shall have seven (7) days after signing this Settlement Agreement to revoke it. This Settlement Agreement shall not limited to be effective nor will any claims arising from consideration be provided until after the revocation period has passed. A revocation of this Settlement Agreement shall be written and shall not be effective unless actually received by BHLB, Legacy, and the Bank on or derivative of before the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law7th day after this Settlement Agreement has been signed.

Waiver and Release. For Licensee agrees to use the Real Property at its sole risk and in consideration of the payments hazard, and other benefits due to [•] (the “Executive”) pursuant Licensor shall not be responsible for, and to the Employment Agreement maximum extent permitted by applicable law, Licensee (the “Employment Agreement”on behalf of itself and its owners, officers, employees, representatives and agents) entered into as of [date]hereby releases, 2007 (the “Effective Date”)acquits, by and between UAP Holding Corp. (the “Company”) and the Executiveexonerates, and for other good forever discharges, and valuable considerationhereby agrees never to file suit against, the Executive hereby agreesLicensor and Licensor’s owners, for the Executive’s heirsofficers, beneficiariesemployees, devisees, executors, administrators, attorneys, personal representatives, agents, affiliates and permitted successors and assigns, to forever releasefor, discharge from and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entitiesall claims, their managersdisputes, managing memberscauses of action, membersproceedings, officersdemands, directorsliabilities, trusteeslosses, employeesdamages, agentsjudgments, shareholderspersonal injury (including death), administratorsproperty damage, general or limited partnersand all costs and expenses (including, representativeswithout limitation, attorneys’ fees, insurers costs and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”disbursements), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on accrued or prior to the date that the Executive has signed this Release. Such released claims includeunaccrued, in law, equity, or otherwise, including, without limitation, injury to persons, all Covid Matters (as defined below), and loss or any and damage to Licensee or any or all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.Licensee’s property, and any property of Licensee’s owners, officers, employees and all agents from any cause, condition or event (collectively, “Claims and Liabilities”), in each case except to the extent caused by the gross negligence and/or intentional misconduct and/or uncured material breach of this Agreement on the part of Licensor or Licensor’s subsidiaries, members, shareholders, managers, directors, partners, officers, agents, representatives, affiliates or employees. In connection therewith, Licensee agrees that the operation, on or after the License Effective Date, by Licensor of the Real Property for the cultivation of cannabis in accordance with applicable state or and local laws regarding employment discrimination and/or federaland regulations does not, state in and of itself, constitute negligence or local laws of any type intentional misconduct by Licensor or description regarding employmentLicensor’s owners, including but not limited to any claims arising from officers, employees, representatives or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawagents.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. (b) For and in consideration of the payments Severance Benefits described in Sections 1.02 and other benefits due to [•] (1.03 of the “Executive”) pursuant to the Employment Agreement (the “Employment Severance Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good and valuable consideration, on behalf of the Executive hereby agrees, for and the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns, attorneyseffective the Effective Date (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, GBCH, their direct and indirect parents, subsidiaries and affiliates, their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims which the Executive had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any kind matter, cause or thing whatsoever, including but not limited to any claim arising out of, of or related to, his attributable to the Executive’s employment with or the Company or any termination of its affiliates or subsidiaries (collectively, the Executive’s employment with the Company, the “Affiliated Entities”)and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentlaw dealing with discrimination based on age, includingrace, without limitation sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, and any the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all state or local laws regarding employment discrimination and/or other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. (c) The Executive specifically releases all claims against the Group and each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. (d) The Executive represents that the Executive has not filed or local laws permitted to be filed against the Group, any member of the Group individually or the Group collectively, any type lawsuit, complaint, charge, proceeding or description regarding employmentthe like, including but before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not limited do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims arising from or derivative relating to the termination of the Executive’s employment with employment), except (i) as may be necessary to enforce this Agreement or Executive’s rights to indemnification under that certain Indemnification Agreement dated April 17, 2013, by GBCH, (ii) to obtain benefits described in or granted under this Agreement, (iii) to seek a determination of the Affiliated Entitiesvalidity of the waiver of the Executive’s rights under the ADEA, or (iv) to initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as well otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and all such claims under state contract facts that the Executive could have raised against any member of the Group individually or tort lawthe Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

Waiver and Release. For In exchange for the Severance Benefits, I release and in consideration of forever discharge the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Company, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the ExecutiveABM Industries Incorporated, and for other good and valuable considerationall of their respective past, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisionspresent or future subsidiaries, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such related persons or entities, their managers, managing members, members, including but not limited to its officers, directors, trusteesmanagers, employees, agents, shareholders, administrators, general or limited partners, representativesagents, attorneys, insurers successors and fiduciaries, past, present and future assigns (collectively the “Released Parties”) ), from any and all claims of any kind arising out ofactions, claims, demands and damages, whether actual or related topotential, his employment with the Company known or any of its affiliates or subsidiaries (collectivelyunknown, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entitiesand specifically but not exclusively, which the Executive now has I may have or may claim to have against the Released Parties, whether known or unknown to the Executive, by reason Company as of facts which have occurred on or prior to the date that the Executive has signed I sign this Release. Such released claims includeRelease including, without limitation, any and all claims related or in any manner incidental to my employment with the Company or termination of that employment relationship including any claims relating to the foregoing intellectual property and related know-how commonly known as “Unified Workforce” or the “Unified Workforce Platform” (“Claims”) which I or my heirs, successors, executors, or other representatives may have. All such Claims are forever barred by this Release regardless of the forum in which such Claims might be brought, including, but not limited to, Claims (a) under any federal, state or local laws pertaining to employment, law governing the employment relationship or its termination (including, without limitation but not limited to, Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., 1967 (“ADEA”); the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. ; the Reconstruction Era Civil Rights Family Medical Leave Act, as amended, 42 U.S.C. Section 1981 et. seq.; the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.Act, the Family Worker Adjustment and Medical Leave Act of 1992Retraining Notification Act, 29 U.S.C. Section 2601 et. seq.any state, local, and other federal employment laws, and any amendments to any of the foregoing and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. I understand that this is a general waiver and release of all claims, known or unknown, that I may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date of my execution of this Release. In addition, by signing this Release I acknowledge and agree that I am not aware of any actions or inactions by the Company or any of the Released Parties that I believe may constitute bank fraud, wire fraud, mail fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission, any violation of federal law, or any violation of the Company’s Code of Business Conduct. The above release does not waive claims (i) for vested rights under employee benefit plans as applicable on the date I sign this Release, (ii) that may arise after I sign this Release, (iii) which cannot be released by private agreement or (iv) to the Severance Benefits pursuant to the terms of the Separation Agreement. In addition, the Company agrees that the above release does not extend to, release or modify any rights to indemnification, defense or advancement of expenses to which I am entitled from the Company or its insurers under the Company’s Certificate of Incorporation, Bylaws, the General Corporation Law of the State of Delaware, California Labor Code Section 2802 or any other state or local laws regarding employment discrimination and/or federal, state federal law or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawregulations.

Waiver and Release. For Pursuant to Section 4(c)(ii) of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, 19 tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors’ and officers’ liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of Fund Incentives; (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release; and (vi) any claims with respect to the breach of any covenant of the Executive’s employment with Employer or any of its controlled affiliates under the Affiliated Entities, as well as any and all such claims under state contract Purchase Agreement or tort lawthe operating agreement of CCOC in effect from time to time.

Waiver and Release. For and in consideration In exchange for this Agreement you agree, on behalf of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]yourself, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s your heirs, beneficiariesrelations, deviseessuccessors, executors, administrators, assigns, agents, representatives, attorneys, personal and anyone acting on your behalf as follows: You irrevocably and unconditionally release, acquit, and forever discharge Transocean Offshore Deepwater Drilling Inc., Transocean Ltd., and their predecessors, successors, parent and affiliated companies (collectively, the “Transocean Group”), and its and their past and present officers, directors, attorneys, insurers, agents, servants, suppliers, representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisionsemployees, affiliates, subsidiaries, parentsparent companies, branchespartners, predecessorspredecessors and successors in interest, successors, assigns, and, assigns and benefit plans (except with respect to vested benefits under such entitiesplans), their managersand any other persons or firms for whom Transocean could be legally responsible (collectively, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) ), from any and all claims claims, liabilities or causes of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesaction, whether known or now unknown to you, arising from or related in any way to your employment or termination of your employment with Transocean and/or any of the Executive, by reason of facts which have occurred on or prior to Released Parties and occurring through the date you sign and return this Agreement. You acknowledge that the Executive has signed this ReleaseAgreement is your knowing and voluntary waiver of all rights or claims arising before you accept and return this Agreement, as indicated below. Such released claims includeYou understand and agree that your waiver includes, without limitationbut is not limited to, all waivable charges, complaints, claims, liabilities, actions, suits, rights, demands, costs, losses, damages or debts of any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentnature, including, without limitation the Age Discrimination in Employment Act of 1967but not limited to, as amended, 29 U.S.C. Section 621, et seq., claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Civil Rights Act of 1991; the Texas Commission on Human Rights Act, as amended, 29 U.S.C. Section 201 et. seq., ; the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. ; the Reconstruction Era Civil Rights Age Discrimination in Employment Act, as amended, 42 U.S.C. Section 1981 et. seq., ; the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., Older Worker Benefit Protection Act; the Family and Medical Leave Act of 19921993; the Texas Workers’ Compensation Act; the Texas Labor Code; the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 2601 etas amended; all state and federal statutes and regulations; and the common law, whether based in law or equity, in tort or contract. seq.You further acknowledge and agree that your waiver of rights or claims is in exchange for valuable payments and other promises in addition to anything of value to which you are already entitled. You further acknowledge and agree that Transocean has no obligation to reemploy, rehire or recall you, and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but promise that you shall not limited to any claims arising from or derivative of the Executive’s apply for re-employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawTransocean Group.

Waiver and Release. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, In exchange for the Executive’s Separation Benefits, you, on behalf of yourself, your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever and agents hereby fully release, acquit, and forever discharge the Company, its past, present, and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, future predecessors, successors, assignsparent companies (including without limitation AECOM and its Affiliates), andsubsidiary companies, with respect to such affiliated entities, related entities, operating entities, and its and their managerspast, managing memberspresent, members, and future officers, directors, trusteesshareholders, members, investors, partners, employees, agents, shareholdersattorneys, insurers, reinsurers, and all of its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, general or limited partnersand insurers of those plans) (collectively, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims causes of any action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind arising out ofor nature, in law, or related toequity or otherwise, his whether known or unknown, vested or contingent, suspected or unsuspected, that you may now have, have ever had, or hereafter may have relating directly or indirectly to your employment with the Company, the termination of your employment with the Company, the benefits or attributes of your employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any of its affiliates or subsidiaries (collectively, with the Company, Released Parties. You also release all of the “Affiliated Entities”), or to the Executive’s separation Released Parties of and from employment with the Affiliated Entities, which the Executive now has any and all claims you have or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or that arose prior to the date that the Executive has signed you sign this Release. Such released claims include, without limitation, arising from any and all claims relating to the foregoing under violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws pertaining to employment, by any of the Released Parties for any reason under any legal theory including, without limitation but not limited to, the Age Discrimination in Employment Act (“ADEA”); the Americans With Disabilities Act of 1967, as amended, 29 U.S.C. Section 621, et seq., 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act (“Dxxx Xxxxx”); the Executive Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“GXXX”); the Immigration Reform and Control Act (“IRCA”); the Lxxxx Xxxxxxxxx Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the Sarbanes Oxley Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19731991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or local laws, statutes ordinances, constitutions rules, orders or regulations, all as they may be amended. You also forever waive, 29 U.S.C. Section 701 et. seq.release, discharge and give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the Family covenant of good faith and Medical Leave Act fair dealing, wrongful or retaliatory discharge, discrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel, slander, intentional and negligent infliction of 1992emotional distress, 29 U.S.C. Section 2601 et. seq.duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any and all state or local laws regarding employment discrimination and/or federal, state or local laws of law, regulation, constitution, ordinance or judicial decision; and any type or description regarding employmentclaim concerning wages, including but not limited benefits, severance payments, bonus payments, payments pursuant to any claims arising from agreement with the Company, stock, stock options, or derivative stock option agreement. You also agree to waive any right you have to pursue any claim or grievance through any internal channel of the Executive’s employment with Company and/or its Affiliates. You understand and agree that your waivers include both claims that you know about and those you may not know about which have arisen on or before the Affiliated Entities, as well as any and all such claims under state contract or tort lawdate on which you sign this Release.

Waiver and Release. For and in (a) In consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment set forth in this Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationhimself, the Executive hereby agrees, for the Executive’s his heirs, beneficiariesadministrators, deviseesrepresentatives, executors, administrators, attorneys, personal representatives, successors and assigns, to forever assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge and covenant not to xxx the Company Entities and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, former and current officers, directorsshareholders, trustees, employeespartners, agents, shareholdersand employees and directors, administratorsincluding without limitation all persons acting by, general through, under or limited partnersin concert with any of them all in their capacity as such (collectively, representatives"Releasees"), attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any kind arising out ofnature whatsoever, known or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partiesunknown, whether known in law or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any equity and all claims relating to the foregoing whether arising under federal, state or local laws pertaining law, including but not limited to employmentany claim for discrimination based upon race, includingcolor, without limitation ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967) (the "ADEA Release"), as amendednational origin, 29 U.S.C. Section 621religion, et seq.disability, Title VII or any other protected or unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future, against each or any of the Civil Rights Act Releasees through the date of 1964the execution of this Agreement. The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 9(a), this Agreement may be raised as amendeda complete bar to any such action, 42 U.S.C. Section 2000e et. seqclaim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (b) In consideration of the Executive's agreements and covenants set forth in this Agreement, the Fair Labor Standards ActCompany and its subsidiaries (the "Company Releasors") hereby irrevocably and unconditionally release, as amended, 29 U.S.C. Section 201 et. seq., acquit and forever discharge the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and Executive from any and all state charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any nature whatsoever, known or local laws regarding employment discrimination and/or unknown, whether in law or equity and whether arising under federal, state or local law, which the Company Releasors now have, or may have in the future, against the Executive with respect to the Executive the through the date of the execution of this Agreement, other than any claim based upon fraudulent or illegal activity that was not discovered by the Company Releasors until subsequent to the date of execution of this Agreement. The Company Releasors acknowledge and agree that if they should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Executive with respect to any cause, matter or thing which is the subject of this Section 9(b), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the Executive may recover from the Company Releasors all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (c) The mutual releases of the parties contained in this section 9(a) and (b) above shall not apply to, waive or release (i) claims by either party arising out of this agreement or (ii) the respective rights and claims of the parties pursuant to the officers and directors indemnification provisions contained in the by-laws of any type the Company Entities. For purposes of clarity it is understood that such indemnification provisions shall cover the actions of the Executive as an officer, director or description regarding employmentemployee of the Company Entities. The Executive affirms that prior to the execution of this Agreement and the waiver and release in Section 9(a), including but not limited the Executive was advised by the Company to any claims arising from or derivative consult with an attorney of the Executive’s employment with 's choice concerning the Affiliated Entitiesterms and conditions set forth herein and has done so, as well as any and all such claims under state contract or tort lawthat the Executive was given up to 21 days to consider executing this Agreement, including the ADEA Release in Section 9(a). The Executive has 7 days following his execution of this Agreement (the "Revocation Period") to revoke the ADEA Release. In the event the Executive revokes the ADEA Release, the Company may cease making the payments set forth in Section 2.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Release Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. (b) For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to Severance Benefits described in Section 5 of the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, for and for other good and valuable consideration, on behalf of the Executive hereby agrees, for and the Executive’s heirs, beneficiaries, deviseesadministrators, executors, administratorsand assigns, attorneyseffective as of the Effective Date of this Release Agreement (as defined below), personal representativesdoes fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates, any of their predecessors and successors and assigns, to forever release, discharge and covenant not to xxx together with the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteespartners, shareholders, employees, agentsmembers, shareholdersand agents of each of the foregoing (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesGroup”) from any and all claims of any kind arising out ofthat the Executive had, may have had, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with now has against the Company, the “Affiliated Entities”)Group collectively, or any member of the Group individually, for or by reason of any matter, cause, or thing whatsoever, including but not limited to any claim arising out of or attributable to the Executive’s separation from employment or the termination of the Executive’s employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown and service to the ExecutiveCompany, by reason and also including but not limited to claims of facts which have occurred breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or prior to the date that the Executive has signed this Releasesexual preference. Such released This release of claims includeincludes, without limitationbut is not limited to, any and all claims relating to the foregoing arising under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.1991, the Family and Medical Leave Act of 1992Act, 29 U.S.C. Section 2601 et. seq.the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Kentucky human relations act, and all other federal, state, and local labor and anti-discrimination laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. (c) The Executive specifically releases all claims against the Group and all state each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. (d) The Executive represents that the Executive has not filed or local laws regarding employment discrimination and/or federalpermitted to be filed against the Group, any member of the Group individually, or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or local laws federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter with respect to the subject matter of any type or description regarding employmentthis Release Agreement and claims released pursuant to this Release Agreement (including, including but not limited to without limitation, any claims arising from or derivative relating to the termination of the Executive’s employment with employment), except (i) as may be necessary to enforce this Release Agreement or the Affiliated EntitiesExecutive’s rights to indemnification under that certain Indemnification Agreement dated April 12, 2013, by the Company, (ii) to obtain benefits described in or granted under this Release Agreement, (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) to initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as well otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and all such claims under state contract facts that the Executive could have raised against any member of the Group individually or tort lawthe Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

Waiver and Release. For and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant As a material inducement to the Employment Agreement (the “Employment Company to enter into this Agreement”) entered into as , Employee, on his or her own behalf and that of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s his or her heirs, beneficiariesattorneys, devisees, executorsagents, administrators, attorneys, personal representatives, successors and assignsassigns (collectively, to forever releasethe “Releasing Parties”), discharge voluntarily and covenant not to xxx knowingly waives, releases, and discharges the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assignssubsidiaries, andaffiliates, with respect to such entitiesshareholders, their managers, managing members, membersemployees, officers, directors, trusteesmembers, employeesassignees, agents, shareholdersand attorneys (collectively, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released PartiesReleasees”) ), both when acting in their respective capacities on behalf of the Company and in their individual capacities, from any and all claims claims, liabilities, demands, and causes of any kind arising out ofaction, known or related tounknown, his employment with the Company fixed or any of its affiliates or subsidiaries contingent (collectively, with the Company, the “Affiliated EntitiesClaims”), or to that the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or Releasing Parties may have or claim to have against any of the Released PartiesReleasees, whether known arising out of or unknown related to the Executiveany matter, by reason of facts event, fact, act, omission, cause or thing which have existed, arose, or occurred on or prior to the date that the Executive has signed Employee signing this ReleaseAgreement. Such released claims includeThis waiver and release includes, but is not limited, to: a. Claims arising under any federal, state, or local laws including, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19731991, as amended, 29 U.S.C. Section 701 et. seq., and the Family and Medical Leave Act Act; b. Claims for breach of 1992contract, 29 U.S.C. Section 2601 et. seq.express or implied, including any Claims for breach of any implied covenant of good faith and fair dealing; c. any tort Claims, including, without limitation, any Claims for personal injury, harm or damages, whether the result of intentional, unintentional, negligent, reckless, or grossly negligent acts or omissions; d. any Claims for wrongful discharge or other claims arising out of any legal restrictions on the right to terminate employees; e. any Claims for unpaid wages, including, but not limited to, commissions, bonuses, and paid time off; and f. any Claims for attorneys’ fees or costs. This waiver and release does not include Claims for alleged breach of this Agreement or for workers compensation benefits. Employee also agrees not to file a lawsuit against any of the Released Parties in connection with the released Claims. Employee agrees that if anyone makes a Claim or undertakes an investigation involving him in any way, Employee waives any and all state rights and claims to financial recovery resulting from such Claim or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but investigation. Employee further represents that Employee has not limited assigned to any claims arising other person any of such Claims, and that Employee has the full right to grant this release. It is agreed that this is a general release and it is to be broadly construed as a release of all Claims, except those that cannot be released by law. By signing this Agreement, Employee acknowledges that Employee is doing so knowingly and voluntarily, that Employee understands that he or she may be releasing Claims he or she may not know about, and that he or she is waiving all rights Employee may have had under any law that is intended to protect Employee from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawwaiving unknown Claims.

Waiver and Release. For Pursuant to Section [4(c)(i)] / [4(e)(i)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment or the foregoing under federal, state or local laws pertaining to employmenttermination thereof by the Company , including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Florida Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973Florida Whistleblower Protection Act, as amended, 29 U.S.C. Section 701 et. seq.the Florida Equal Pay Law, the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.as amended, and the Florida Constitution, as amended, and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws of law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any type or description regarding employmenttort and/or contract claims, including but not limited to any claims arising of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or derivative other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) any rights to indemnification or contribution or directors’ and officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any operative documents of the ExecutiveCompany or any applicable law, (iii) any claims as a holder of Company equity awards under the Company’s employment with the Affiliated Entities, equity incentive plans or as well as a holder of Fund Incentives; and (iv) any claims for vested benefits under any employee benefit plan (excluding any severance plan and all such including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For On behalf of Employee and in consideration of the payments and other benefits due to [•] (the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date]Employee’s marital community, 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administratorsadministrators and assigns, attorneysEmployee expressly waives, personal representativesreleases, discharges and acquits any and all claims, whether known or unknown, against the Company and its affiliates, related entities, successors and assigns, to forever releasestockholders, discharge officers and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers attorneys and fiduciaries, past, present and future agents (the collectively “Released Parties”) that arise from or relate in any and way to Employee’s employment with, or termination or separation from the Company (“Released Claims”). Released Claims include all claims (including claims to attorneys’ fees), damages, causes of action, and disputes of any kind arising out ofwhatsoever, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeincluding, without limitation, any and all claims relating to the foregoing under for wages, benefits, and damages arising out of any: contracts, express or implied; tort, including defamation or disparagement; discrimination; harassment; wrongful termination; any federal, state state, local or local laws pertaining to employmentother governmental statute or ordinance, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq.limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., ; the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Employee Retirement Income Security Act of 1974 (“ERISA”); the Age Discrimination in Employment Act, as amendedamended (“ADEA”); or any other legal limitation on or condition of the employment relationship or termination of the same. Employee also covenants and promises never to file, 42 U.S.C. Section 12101 etpress or join in any complaint or lawsuit based on any Released Claim and agrees that any such claim, if filed by Employee, shall be dismissed, except that this covenant and promise does not apply to any claim of Employee challenging the validity of this waiver and release in connection with claims arising under the federal ADEA. seqEmployee represents and warrants that Employee is the sole owner of all Released Claims and has not assigned, transferred, or otherwise disposed of Employee’s right or interest in those matters. Notwithstanding the Reconstruction Era Civil Rights Actforegoing, as amendedReleased Claims do not include (but the Company shall have the right to dispute) claims arising under this Release, 42 U.S.C. Section 1981 etclaims to vested benefits under ERISA and under the Company’s benefit plans applicable generally to the Company’s employees, workers’ compensation claims, claims by Employee challenging the validity of this waiver and release in connection with claims arising under the ADEA, claims for accrued but unpaid salary payments or any other claims that may not be released under this Release in accordance with applicable law. seq., Employee represents and warrants to the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws Company that he has no knowledge of any type or description regarding employment, including but facts that have not limited been disclosed to the Company that would give rise to any claims arising from by any other party against the Company or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawother released party.

Waiver and Release. For Pursuant to Section [4(c)(i)] / [4(e)] of the Employment Agreement, and in consideration of the payments and other benefits due Post-Termination Benefits to [•] (the “Executive”) pursuant be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employment Agreement”) entered into as of [date], 2007 (the “Effective DateEmployer Group”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its and their respective divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their managers, managing members, members, officers, directors, trusteesshareholders, members, managers, employees, agents, shareholdersservants, administrators, general or limited partners, representativesaccountants, attorneys, insurers heirs, beneficiaries, successors and fiduciariesassigns (together with the Employer Group, past, present and future (the “Employer Released Parties”) ), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind arising out of, or related to, his employment with the Company or any of its affiliates or subsidiaries (collectively, with the Company, the “Affiliated Entities”), or to the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Partieswhatsoever, whether known or unknown to the Executiveunknown, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeever had or might have against the Employer Released Parties that directly or indirectly arise out of, without limitationrelate to, any and all claims relating to or are connected with, Executive’s services to, or employment by the foregoing under federal, state or local laws pertaining to employmentCompany, including, without limitation the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq., but not limited to (i) any claims under Title VII of the Civil Rights Act of 1964Act, as amended, 42 U.S.C. Section 2000e et. seq.the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 U.S.C. Section 12101 et. seq. of the Reconstruction Era Civil United States Code, the Sarbanes-Xxxxx Xxx xx 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973California Fair Employment and Housing Act, as amended, 29 U.S.C. Section 701 et. seq.and the California Labor Code, the Family and Medical Leave Act of 1992as amended, 29 U.S.C. Section 2601 et. seq., and and/or any and all state or local laws regarding employment discrimination and/or other federal, state or local laws law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ii) claims with respect to the breach of any type covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or description regarding employmentcontribution or directors’ and officers’ liability insurance under the Employment Agreement, including but not limited to Indemnification Agreement, any operative documents of the Company or any applicable law, (iv) any claims arising from as a holder of Company equity awards under the Company’s equity incentive plans or derivative as a holder of the Executive’s employment with the Affiliated Entities, as well as any partnership interests or incentives; and all such (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under state contract the Consolidated Omnibus Budget Reconciliation Act of 1985) or tort lawany claims that may arise after the date Executive signs the Release.

Waiver and Release. For and in In consideration of Rowan’s agreement to provide the payments benefits, payments, and other benefits due to [•] (items described in this Agreement, you hereby release and forever discharge the “Executive”) pursuant to the Employment Agreement (the “Employment Agreement”) entered into as of [date], 2007 (the “Effective Date”), by and between UAP Holding Corp. (the “Company”) and the Executive, and for other good and valuable considerationits officers, the Executive hereby agreesdirectors, for the Executive’s heirsagents, beneficiariesservants, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx the Company and each of its respective divisions, affiliates, subsidiaries, parents, branches, predecessorsemployees, successors, assigns, andinsurers, with respect to such entities, their managers, managing members, members, officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers employee benefit plans and fiduciaries, pastand any and all other persons, present firms, organizations and future (the “Released Parties”) corporations, from any and all damages, losses, causes of action, expenses, costs (including attorneys fees), demands, liabilities and claims on behalf of yourself, your heirs, executors, administrators and assigns, of any kind arising out ofor nature whatsoever, known or related tounknown, his employment with the Company suspected or any of its affiliates unsuspected, contingent or subsidiaries matured (collectively, with the Company, the “Affiliated EntitiesClaims”), which you at any time heretofore had or claimed to the Executive’s separation from employment with the Affiliated Entities, have or which the Executive now has or you at any time hereafter may have against the Released Partiesor claim to have, whether known arising out of tort, strict liability, misrepresentation, violation of any regulation or unknown to the Executivelaw, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims includeany cause whatsoever, including, without limitation, any and all claims relating to the foregoing under federalClaims based on Texas common law, state or local laws pertaining to employment, including, without limitation Claims based on the Age Discrimination in Employment Act of 1967or any other federal or state discrimination statutes, as amendedor any and all Claims in any manner related to your employment with and/or separation from the Company, 29 U.S.C. Section 621and including, et seq.without limitation Claims caused by or attributable to the sole, Title VII partial, and/or comparative negligence, fault or strict liability of the Civil Rights Act Company. Further, by accepting the payments described in this Agreement, you agree not to xxx the Company or the related persons and entities described above with respect to any matters released hereunder. Notwithstanding the foregoing release and discharge, you shall retain all rights to (i) indemnity, contribution, and directors and officers and other liability coverage that you may have under any statute, the articles and bylaws of 1964Rowan or by any other agreement, including the Indemnification Agreement by and between Rowan and you dated October 29, 2009 and as amendedin effect on the Separation Date; (ii) bring a lawsuit to enforce the Rowan’s obligations under this Agreement; (iii) file a complaint with, 42 U.S.C. Section 2000e et. seq.providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any state, federal or local regulatory or law enforcement agency or legislative body (but you expressly waive any right to collect any damages or other personal recovery in such a proceeding), or (iv) file any Claims that are not permitted to be waived or released under the Fair Labor Standards ActAct or under the express provisions of any other applicable law. You shall have 21 days to decide whether to sign this Agreement. After you have signed this Agreement, as amendedyou may revoke the Agreement within seven days after you have signed it by delivering a written notification to me. You have notified Rowan that you have consulted an attorney about the meaning and contents of this Agreement, 29 U.S.C. Section 201 etincluding the release contained herein. seq.You acknowledge that you have read this Agreement, have had an opportunity to ask questions and have it explained to you and that you understand that the Americans with Disabilities ActAgreement will have the effect of knowingly and voluntarily waiving any action you might pursue, as amendedincluding breach of contract, 42 U.S.C. Section 12101 et. seq. personal injury, retaliation, discrimination on the Reconstruction Era Civil Rights Actbasis of race, as amendedage, 42 U.S.C. Section 1981 et. seq.sex, the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., national origin or disability and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any other claims arising from or derivative prior to the date of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawAgreement.