AST Release. AST hereby forever releases, remises and discharges RealBiz and ​ and their respective employees, officers or directors and affiliates of and from any and all claims, sanctions, damages, demands, suits, debts, actions or causes of action of any kind relating in any manner to Federal Lawsuit One, Federal Lawsuit Two, Broward Lawsuit, Delaware Lawsuit, Directors’ Lawsuit or any other matter between the parties to this Release that arose or conceivably existed at any point in time before and including the date of this Agreement; however, nothing in this Release shall discharge, apply to, or impact the parties’ rights to honor their obligations specifically set forth under this Agreement.

Upon the Effective Date, RealBiz shall instruct AST to reinstate and AST shall reinstate the Common Stock;

Within three (3) business days after the Effective Date, AST and ​ shall enter into AST’s standard services agreement for reverse split exchanges (“Reverse Split Agreement”) and AST agrees to waive its standard termination fee and to cap its fees for services under the Reverse Split Agreement at ​ for ​.

NestBuilder Release. NestBuilder hereby forever releases, remises and discharges ​ and AST and their respective employees, officers or directors and affiliates and from any and all claims, sanctions, damages, demands, suits, debts, actions or causes of action of any kind relating to Federal Lawsuit One, Federal Lawsuit Two, Broward Lawsuit, Delaware Lawsuit, Directors’ Lawsuit or any other matter between the parties to this Release that arose or conceivably existed at any point before the date of this Agreement; however, nothing in this Release shall discharge, apply to, or impact the parties’ rights to honor their obligations specifically set forth under this Agreement.

4-3. Is the UST/AST registered and permitted with the appropriate regulatory agencies? Yes☐ No☐

Representations and Warranties. Each party herein represents and warrants to the other that it is aware of no other party having an interest in, nor has it assigned, hypothecated or otherwise transferred any interest in the claim or claims which are the subject of this Agreement, and, other than AST, each party hereby agrees to indemnify and hold harmless the other party from any liability, claims, demands, obligations, damages, costs, expenses and attorney’s fees as a result of anyone asserting such interest, assignment, hypothecation or transfer. Each signatory additionally warrants that she/he is authorized to enter into and execute this Agreement on behalf of the party whom she/he is signing. AST is not required to indemnify any party to this Agreement, and AST does not waive any contractual indemnity rights or obligations that may be owed to AST by other parties to this Agreement.

Release. The Borrower for itself and each other Loan Party hereby acknowledges and agrees that: # neither it nor any of its Subsidiaries has any claim or cause of action against the Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing), and # the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Borrower for itself and each other Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, the Borrower (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agent and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment Effective Date directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. The Borrower for itself and each other Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.

Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following # the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender or, as appropriate, its assignee following compliance with [Section 12.2(b)(vi)]) or # the ​’s good faith determination that there exists excess Cash Collateral; provided, however, # that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this [Section 10.5] may be otherwise applied in accordance with [Section 10.3]), and # the Person providing Cash Collateral and the applicable Issuer or Swing Loan Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Release. In consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of # the Executive’s employment relationship with and service as an employee, officer or director of the Company or any subsidiaries or affiliated companies and the termination of such relationship or service and # any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof and relates to your employment with the Company; provided, however, that the Executive does not release, discharge or waive any rights to # payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement or otherwise expressly survive termination thereof, and # any indemnification rights the Executive may have in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executive’s service as an officer and employee of the Company. Executive represents that the Executive does not have, and has not asserted, any Claims for or allegations concerning sexual or gender-based harassment with respect to the Executive’s employment with the Company

Release. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment under [Section 4.3] # hereof unless # prior to the 60th day following the termination of Executive’s employment for any reason, the Executive executes a General Release and # any applicable revocation period has expired during such 60-day period without the Employee revoking such release.