General Terms; Entire Agreement. This Agreement shall not supersede, replace or diminish Employee’s common law obligations to CIT as Employee’s current or former employer. Employee agrees and acknowledges that # this Agreement does not supersede, replace, invalidate or otherwise limit or affect any restrictions in any prior or other document or agreement between Employee and CIT regarding confidentiality, confidential and/or proprietary information, return of property, non-competition, non-solicitation or piracy of customers or Clients of CIT or prospective customers or Clients of CIT, and/or non-solicitation/non-inducement or hiring of employees of CIT, inventions, developments or works made for hire or other similar provisions (collectively, the “Existing Restrictions”), and # any such Existing Restrictions shall remain in full force and effect and Employee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in this

General Release Agreement. The obligations of the Company to make the payments and provide the benefits described in [Sections 3.3 and 3.5] are expressly conditioned upon Executive’s signing and delivering to the Company, not later than forty-five (45) days after the Date of Termination, and thereafter not revoking a valid general release agreement in form and substance reasonably acceptable to the Company, which release shall will include a general release of all claims against the Company, its directors, officers, and affiliates (other than claims in respect of future Company obligations under this Agreement). Any breach of Executive’s nondisclosure, nonsolicitation, or noncompetition obligations to the Company that has or is reasonably likely to have a material and adverse effect on the Company shall, in addition to all other remedies available to Company, result in the immediate release of the Company from any obligation it would otherwise have to make further payments or provide further benefits under this Agreement. Executive expressly acknowledges that the Company is prepared to vigorously enforce these promises and that violation of Executive’s obligations could result in an award of damages or other legal remedies against Executive and Executive’s subsequent employers.

General Agreement. General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Articles of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

General Agreement. General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Articles of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

General Agreement. Subject to Section 5, in the event an Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Indemnitor shall indemnify Indemnitee from and against any and all Expenses (or portion thereof) arising from any claims made on or after the Effective Time, arising out of Indemnifiable Events that occurred prior to the Effective Time or during the Term, and that are not otherwise indemnified or indemnifiable by the Company and certified by the Company as such. The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided or required to be provided by the Company pursuant to an applicable Indemnification Agreement, the Company’s Certificate of Incorporation, its Bylaws, vote of its stockholders or disinterested directors, or applicable law.

Nature of an agreement: At all times, each Centre remains in Our possession and control. YOU ACCEPT THAT AN AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE OR OTHER REAL PROPERTY INTEREST IN YOUR FAVOUR WITH RESPECT TO THE ACCOMMODATION. Occupation by You is the commercial equivalent of an agreement for accommodation in a hotel. We are giving You the right to share the use of the Centre with Us and other clients.

Severance Agreement and General Release. Executive acknowledges and agrees that his execution of the severance agreement and general release is an inducement to Employer’s agreement to make such payments and a material condition to Executive’s receipt of any payments or benefits outlined in this Section 10.

General Agreement. General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Articles of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

General Terms; Entire Agreement. This Agreement shall not supersede, replace or diminish Employee’s common law obligations to CIT as Employee’s current or former employer. Employee agrees and acknowledges that # this Agreement does not supersede, replace, invalidate or otherwise limit or affect any restrictions in any prior or other document or agreement between Employee and CIT regarding confidentiality, confidential and/or proprietary information, return of property, non-competition, non-solicitation or piracy of customers or Clients of CIT or prospective customers or Clients of CIT, and/or non-solicitation/non-inducement or hiring of employees of CIT, inventions, developments or works made for hire or other similar provisions (collectively, the “Existing Restrictions”), and # any such Existing Restrictions shall remain in full force and effect and Employee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in this Agreement conflict in any way with any Existing Restrictions, such conflict shall be resolved by giving effect to the provision that provides the greatest protection to CIT that is enforceable under applicable law. Employee's obligations under this Agreement shall survive separation of Employee's employment with CIT for any reason and, shall likewise survive any changes in the terms and conditions of Employee’s employment. This Agreement will inure to the benefit of CIT, its successors and assigns without Employee’s further approval or consent. However, Employee may not assign this Agreement or delegate any responsibilities thereunder. No waiver of any rights under this Agreement shall be effective unless expressed in writing by the party to be charged. The waiver by CIT of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Except as expressly permitted herein, this Agreement may be amended or modified only by a written agreement executed by the Employee and a duly authorized representative of CIT or CIT’s successor. Except as set forth above in this Section 19, this Agreement supersedes all prior agreements, promises, and representations, whether oral or written, express or implied, only to the extent they contradict or conflict with the provisions hereof and provided this Agreement is deemed enforceable. This Agreement shall be construed in accordance with the intent of the parties, as expressed herein and not strictly for or against either party.

General Agreement. Subject to the terms and conditions hereof, and provided that Company is materially in compliance with its Diligence Obligations, Bain shall make the payments as set forth in, and in accordance with, [Section 3.1] up to an aggregate maximum amount equal to the Total Funding Commitment in exchange for payments from Company as set forth in ARTICLE IV and the Company’s other commitments as set forth herein.