Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered as of [DATE] by and between Cesca Therapeutics Inc., a Delaware corporation with principal place of business at 2711 Citrus Rd., Rancho Cordova, California 95742 (the “Company”), and [NAME] (“Indemnitee”) and the parties agree as follows:

1.      Services by Indemnitee . Indemnitee agrees to serve as a director of the Company so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Certificate of Incorporation and bylaws of the Company or any subsidiary of the Company and until such time as he resigns or fails to stand for election or is removed from his position. Indemnitee may, at any time and for any reason, resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

2.      Indemnification .

(a)     Subject to the limitations set forth herein and in Sections 2(b) and 4 below, the Company shall indemnify Indemnitee against Expenses and Liabilities in connection with any proceeding associated with Indemnitees being a director of the Company to the fullest extent permitted by applicable law, the Certificate of Incorporation or the bylaws of the Company in effect on the date hereof or as such law, Certificate of Incorporation or bylaws may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than the law, the Certificate of Incorporation or the bylaws permitted the Company to provide before such amendment). The right to indemnification provided in the Company’s bylaws shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Company and shall be enforceable as a contract right. Without diminishing the scope of the indemnification provided by this Section 2, the Company shall indemnify Indemnitee whenever he is or was a party or is threatened to be made a party to any proceeding, including without limitation any such proceeding brought by or in the right of the Company, because he is or was a director of the Company or because of anything done or not done by him in such capacity, against Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his behalf in connection with such proceeding, including the costs of any investigation, defense, settlement or appeal. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3, 7, 8, and 12 below.

3.      Advancement of Expenses .     All reasonable Expenses incurred by or on behalf of Indemnitee shall be advanced from time to time by the Company to him within thirty (30) days after the receipt by the Company of a written request for an advance of Expenses, whether prior to or after final disposition of a proceeding (except to the extent that there has been a final adverse determination that Indemnitee is not entitled to be indemnified for such Expenses), including without limitation any proceeding brought by or in the right of the Company; provided , however, that Indemnitee shall not be entitled to the advancement of expenses in connection with any proceeding relating to his termination by or resignation from the Company or arising out of the circumstances described in Sections 2(b), (ii), (iii) or (iv). The written request for and advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee. If required by law at the time of such advance, Indemnitee hereby agrees to repay the amounts advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified pursuant to the terms of the Agreement.

4.      Additional Limitations . The foregoing indemnity and advancement of Expenses shall apply only to the extent that Indemnitee has not been indemnified and reimbursed pursuant to such insurance as the Company may maintain for Indemnitee’s benefit, or otherwise, provided, however, that notwithstanding the availability of such other indemnification and reimbursement, Indemnitee may claim indemnification and advancement of Expenses pursuant to this Agreement by assigning to the Company, at its request, Indemnitee’s claims under such insurance to the extent Indemnitee has been paid by the Company.

5.      Insurance and Funding . The Company may purchase and maintain insurance to protect itself and/or Indemnitee against any Expenses and Liabilities in connection with any proceeding to the fullest extent permitted by applicable laws. The Company may create a trust fund, grant and interest in assets or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses as provided in this Agreement.

6.      Procedure for Determination of Entitlement to Indemnification .

(a)     Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit his claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendre or its equivalent, final termination or other disposition or partial disposition of any proceeding, whichever is the later date for which Indemnitee requests indemnification. The president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than sixty (60) days after the Company/s receipt of the written request for such indemnification, if no determination has been made in such 60 day period, the Company shall be deemed to have approved the request.

(b)     The Indemnitee shall be entitled to select the forum in which Indemnitee’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 6(a). The forum shall be any one of the following:

(c)     Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendre or its equivalent shall not affect this presumption or, except as provided in Section 2 or 4 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.

7.      Fees and Expenses of Independent Legal Counsel . The Company agrees to pay the reasonable fees and expenses of independent legal counsel or a panel of three arbitrators should such counsel or such panel of arbitrators be retained to make a determination of Indemnitee’s entitlement to indemnification pursuant to Section 6 of this Agreement, and to fully indemnify such counsel or by any of them arising out of or relating to this Agreement or their engagement pursuant hereto, except with respect to expenses and losses resulting from the negligence or willful misconduct of such persons.

8.      Remedies of Indemnitee .     

(a)      In the event that (i) a determination pursuant to Section 6 hereof is made that Indemnitee is not entitled to indemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, or (iv) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to a final adjudication in any court of competent jurisdiction of his rights. The Company shall not oppose Indemnitee’s right to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption.

(b)      In the event that a determination that Indemnitee is not entitled to indemnification, in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding provided in paragraph (a) of this Section 8 shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination that he is not entitled to indemnification.

(c)     If a determination that Indemnitee is entitled to indemnification has been made pursuant to Section 6 hereof or otherwise pursuant to the terms of this Agreement, the Company shall be bound by such determination in the absence of (i) and misrepresentation of a material fact by Indemnitee or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by Delaware law.

(d)     In any court proceeding pursuant to this Section 8, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company shall stipulate in any such court that the Company is bound by all making any assertion to the contrary.

9.      Modification, Waiver, Termination, and Cancellation . No supplement, modification, termination, cancellation or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

10.      Notice by Indemnitee and Defense of Claim . Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission to notify the Company will not relieve them from any liability which they may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any proceeding as to which Indemnitee notifies the Company of the commencement thereof;

(a)     The Company will be entitled to participate therein at its own expense; and

(b)     The Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of any proceeding if there has been a change of control or if Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such proceeding. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless;

(c)     The Company shall not settle any proceeding in any manner which would subject Indemnitee to a penalty or cost without Indemnitee’s written consent; provided, however, that Indemnitee will not unreasonably withhold his consent to any proposed settlement.

11.      Notices . All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or by overnight courier such as Federal Express, or sent by certified or registered mail with postage prepaid, addressed

If to Indemnitee, to:             [NAME]

[ADDRESS]

[ADDRESS]

If to the Company, to:         Cesca Therapeutics Inc.

Attn: Chief Financial Officer

2711 Citrus Rd.

Rancho Cordova, California 95742

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. Notices given as set forth herein shall be conclusively deemed to have been received by the party to whom addressed upon receipt, if delivered personally or by overnight courier, and three business days after the same is deposited in the United States mail if sent by certified or registered mail.

12.      Nonexclusivity . The rights of Indemnitee hereunder shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under the Delaware General Corporation Law, the Company’s Certificate of Incorporation or bylaws and amendments thereto, or any agreements, vote of stockholders, resolution of the Board of Directors or otherwise.

13.      Certain Definitions .

(a)      “ Change in Control” shall be deemed to have occurred if:

(b)     “Disinterested Director” shall mean a director of the Company who is not or was not a party to the proceeding in respect of which indemnification is being sought by Indemnitee.

(c)      “Expenses” shall include all direct and indirect costs (including, without limitation, attorneys fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or out of pocket expenses and reasonable compensation for time spent by Indemnitee for which he is otherwise not compensated by the Company) actually and reasonably incurred in connection with a proceeding or establishing or enforcing a right to indemnification under this Agreement, applicable law or otherwise; provided, however, that Expenses shall not include any liabilities.

(d)      “ Final Adverse Determination” shall mean that a determination that Indemnitee is not entitled to indemnification shall have been made pursuant to Section 6 hereof and either (i) a final adjudication in a court of competent jurisdiction pursuant to Section 8(a) hereof shall have denied Indemnitee’s right to indemnification hereunder, or (ii) Indemnitee shall have failed to file a complaint in a court of competent jurisdiction pursuant to Section 8(a) for a period of one hundred twenty (120) days after the determination made pursuant to Section 6 hereof.

(e)      “ Indemnification Period” shall mean the period of time during which Indemnitee shall continue to serve as a director of the Company, and thereafter so long as Indemnitee shall be subject to any possible proceeding arising out of acts or omissions Indemnitee as a director of the Company.

(f)      “ Independent Legal Counsel” shall mean a law firm or a member of a law firm selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent; (i) the Company or any of its subsidiaries or affiliates, or Indemnitee or any corporation as to which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, in any material matter, or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Legal Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement.

(g)      “ Liabilities” shall mean liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any proceeding.

(h)     “Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom.

14.      Binding Effect, Duration and Scope of Agreement .     This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. This Agreement shall continue in effect during the indemnification period, regardless of whether Indemnitee continues to serve as a director.

15.      Severability .     If any provision or provisions of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a)     the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and

(b)     to the fullest extent legally possible, the provisions of this Agreement shall be construed so as to give effect to the intent of any provision held invalid, illegal or unenforceable.

16.      Governing Law and Interpretation of Agreements . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws, except that Delaware law, including future amendments during the term of this Agreement, shall be applied in determining the scope and extent of the phrase “to the fullest extent permitted by applicable law,” in Section 2 of this Agreement.

17.      Consent to Jurisdiction . The Company and Indemnitee irrevocably consent to the jurisdiction of the courts of the State of California for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

18.      Attorneys Fees . In any proceeding brought to enforce any provision of this Agreement, or to seek damages for a breach of any provision hereof, or when any provision hereof is validly asserted as a defense, the prevailing party shall be entitled to receive from the other party all reasonable attorneys fees and costs in connection therewith.

19.      Authorization . Company has all necessary power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Company and its officers, directors and shareholders. No authorization, consent or approval of or filing with any governmental authority or any other person is required to be obtained or made by Company in connection with the execution, delivery or performance of this Agreement.

20.     Confidentiality . Unless otherwise required by law, Company agrees to, and shall undertake all necessary action required to, keep confidential all information which relates to any Expense or any transaction or defense or indemnity arising out of this Agreement which relates to Indemnitee.

21.       Maintenance of Obligation to Indemnify . Company hereby covenants and agrees that it shall not permit the indemnification provided to Indemnitee as set forth in this Agreement to be compromised, restricted, limited, or eliminated in any manner, including by way of amendment of Company’s bylaws and other governing documents.

22.       Further Assurances . Each party shall execute such instruments and other documents, and take such action as may be required, as the other party may reasonably request, for the purpose of carrying out or evidencing the transactions contemplated hereby.

23.     Entire Agreement . This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein or as provided in Section 12 hereof.

24.       Counterparts .     This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

IN WITNESS WHEROF, the undersigned have executed this Agreement as of the day and year first written above.

	Indemnitee
	By:
		NAME

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Exhibit 10.2

GENERAL RELEASE AND WAIVER

This General Release and Waiver (“ Release ”) is made and entered into as of November 7, 2016 (the “ Release Date ”), by and between Cesca Therapeutics Inc., a Delaware corporation (“ Employer ”), and Robin C. Stracey (“ Executive ,” and together with Employer, the “ Parties ”). Capitalized terms used, but not defined herein, shall have the meaning given to such terms in that certain Executive Employment Agreement made and entered into as of June 9, 2015, by and between the Parties (the “ Employment Agreement ”).

WHEREAS , on November 3, 2016, Boyalife Investment, Inc. (“Boyalife USA”) and Boyalife (Hong Kong) Ltd. (“Boyalife HK,” and, together with Boyalife USA, “Boyalife”), delivered written consents of stockholders of the Employer purporting, among other things, to remove Executive as a director of Employer, and

WHEREAS , after removal of Executive as a director, the board of directors of Employer then purported to terminate Executive as Chief Executive Officer (“CEO”) and from all other positions with Employer, and

WHEREAS , Executive and Employer desire to settle all of the disputes that each may have now or hereafter or that arise from or in any way relate to Executive’s removal as a director of Employer or his termination as CEO.

NOW THEREFORE , in consideration of the respective representations, covenants, agreements, warranties, and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.      Separation . The Parties agree that, subject to the condition that Employer satisfies its obligations in Section 2, Executive’s employment with Employer ended effective as of November 3, 2016 (the “ Termination Date ”) as a result of Executive’s termination of employment without Cause. In connection with such termination of employment, Executive represents that Executive has voluntarily resigned as a director of the Board of Directors of the Employer (the “ Board ”) and has further voluntarily determined not to stand for re-election to the Board or seek re-employment with the Employer.

2.      Payment and Benefits. In consideration of the promises made in this Release, but in all cases subject to Section 4(d) and below, and pursuant to the terms of the Employment Agreement, Employer has agreed to pay Executive the following within 2 business days of the Revocation End Date:

(a)     Minimum Payments upon termination of Executive’s employment , as follows: (i) base salary accrued through the Termination Date; (ii)  reimbursement of expenses incurred prior to termination of employment that are payable in accordance with Section 4.8; (iii) any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of Employer, including but not limited to accrued and unused vacation; and (iv) any earned but unpaid short term incentive compensation expressly provided for in any incentive compensation plan for Executive ( “STI” ), which such incentive compensation amount for the FY17 performance year is equal to $85,000 .

(b)     Severance Payments Related to Change of Control , as follows: (i) a lump sum equal to twenty four (24) months of base salary ( “Base Salary” ) in effect as of the Termination Date, which such “ Base Salary ” is equal to an annualized gross salary of $425,000.00 (or a gross monthly salary of $35,416.67); (ii), a lump sum cash payment equal to two (2) times the Executive’s most recently established annual short-term incentive target award, which such short term incentive award is equal to 60% of Base Salary or an annualized gross amount of $255,000; and (iii) the Retention Payment Upon Termination Without Cause as provided in Section 3.2 in that Cesca Therapeutics, Inc. Retention Agreement between Employer and Executive dated as of July 26, 2016.

(c)     Health and Welfare Benefits as follows: provided that the Executive timely elects continuation coverage (as defined under COBRA) under the Employer’s medical and dental plans as in effect at the time of the Executive’s termination, the Employer shall pay the COBRA premiums for Executive and his dependents under such plans (or any successor plans) until the earliest of (i) the end of the twenty-fourth (24 ^th ) month following the Executive’s termination , or (ii) the date Executive secures subsequent employment with medical and dental coverage. Executive shall provide at least five (5) business days advance written notice informing the Employer when Executive becomes eligible for other comparable medical and dental coverage in connection with subsequent employment.

(d)     Furthermore, pursuant to the terms of the Employment Agreement, all the Executive’s outstanding options to acquire the Employer’s common stock or restricted stock awards which have not vested as of the Termination Date shall become immediately vested as of the Termination Date and shall be deemed to be exercisable for the entire period of the option without regard to any provisions of the option agreement or plan pursuant to which they were awarded, which such outstanding options or restricted stock awards amount to: (i) 112,000 options to acquire the Employer’s common stock and (ii) 79,720 shares of restricted common stock, each as detailed in the Stockvantage report attached hereto as Exhibit [A]. Employer and Boyalife acknowledge that Employer granted 60,000 of the options identified above under the Employer’s 2016 Equity Plan (the “ Equity Plan ”) and that options granted thereunder are not exercisable prior to approval of the Equity Plan by Employer’s stockholders. If Employer’s stockholders do not approve the Equity Plan, Employer agrees to reissue 60,000 options providing the same economic benefits to Executive pursuant to any new option plan adopted by Employer.

Notwithstanding the foregoing or anything to the contrary set forth in the Employment Agreement, the Employer and the Executive hereby agree to the following additional benefits in consideration of the promises made in this Release:

(e)     This section intentionally left blank.

For the avoidance of doubt, Executive hereby acknowledges and agrees that all of the benefits described in Section 2 (the “ Benefits ”), and the timing of payments to be made to Executive in connection therewith, replace and supersede in their entirety any and all obligations of the Employer, and all payments and other consideration payable to Executive (other than earned and unpaid salary, earned and unpaid PTO, and properly reimbursable expenses as of the Termination Date), under the Employment Agreement in connection with Executive’s termination of employment, including, without limitation, any and all payment obligations under Section 6 (other than earned and unpaid salary, earned and unpaid PTO, and reimbursable expenses as of the Termination Date) thereof. Executive understands and Employer acknowledges that all of the Benefits described in Section 2(b) through 2(e) constitute benefits in excess of those to which both Executive and Employer would be entitled without entering into this Release.

(f)     Employer agrees to indemnify Executive for all of the fees, including attorneys’ fees, and expenses incurred by Executive in connection with his removal as a director and termination as CEO and incurred in drafting and negotiating this Release and the Consulting Agreement.

3.      Executive’s Release of Claims and Waiver of Rights. Upon satisfaction of Employer’s obligations pursuant to Section 2:

(a)     Executive, on Executive’s own behalf and that of Executive’s spouse, heirs, executors or administrators, assigns, insurers, attorneys and other persons or entities acting or purporting to act on Executive’s behalf (the “ Executive’s Parties ”), hereby irrevocably and unconditionally release, acquit and forever discharge Employer, its affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by Employer and said plans’ fiduciaries, agents and trustees (the “ Released Parties ”), from any and all actions, cause of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, known or unknown, which the Executive’s Parties have, have had, or may in the future claim to have against the Released Parties by reason of, arising out of, related to, or resulting from Executive’s employment with Employer or the termination thereof. This release specifically includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim which the Executive has or has had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, as amended, and the Employee Retirement Income Security Act of 1974, as amended. It is understood and agreed that the waiver of benefits and claims contained in this section does not include: (i) a waiver of the right to payment of any vested, nonforfeitable benefits to which the Executive or a beneficiary of the Executive may be entitled under the terms and provisions of any employee benefit plan of Employer which have accrued as of the separation date; (ii) a waiver of the right to benefits and payment of consideration to which Executive may be entitled under the Employment Agreement or any of the agreements contemplated thereby (including indemnification agreements and the stock option agreements); (iii) a waiver of any rights to indemnification under the Certificate of Incorporation or Bylaws of the Employer or an subsidiary of Employer or under applicable law and regulation or that Indemnification Agreement dated as of May 13, 2015, between Employer and Executive; and (iv) a waiver of any rights under the Consulting Agreement. Executive acknowledges that he is only entitled to the severance benefits and compensation set forth in the Employment Agreement, and that all other claims for any other benefits or compensation are hereby waived, except those expressly stated in the preceding sentence.

Nothing in this Release shall be deemed to require the waiver or release of any claim that may not be released or waived under applicable federal or state law.

(b)     Executive hereby acknowledges that he understands that under this Release he is releasing any known or unknown claims he may have arising out of, related to, or resulting from Executive’s employment with Employer or the termination thereof (the “ Released Claims ”). He therefore acknowledges that he has read and understands Section 1542 of the California Civil Code, which reads as follows:

“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.”

Executive expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the Released Claims.

4.      Acknowledgment of Waiver of Claims under ADEA. Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ ADEA ”) and that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this Release is in addition to anything of value to which Executive already is entitled. Executive further acknowledges that Executive has been advised by this writing that:

(a)     The release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release is executed;

(b)     Executive should consult with an attorney prior to executing this Release;

(c)     Executive has at least twenty-one (21) days within which to consider this Release as it relates to claims under the ADEA, although Executive may accept the terms of this Release at any time within those 21 days and earlier execute this Release;

(d)     Executive has seven (7) days following the execution of this Release to revoke this Release as it relates to claims under the ADEA; and

(e)     This Release will not be effective as it relates to claims under the ADEA until the revocation period has expired, which will be the eighth day after this Release is executed by both Parties (the, “ Revocation End Date ”), and the severance payments and other Benefits described in this Release will not be paid until this Release has become effective and all statutory revocation periods have expired.

5.      Employer’s Release of Claims and Waiver of Rights. Upon satisfaction of Executive’s obligations hereunder:

(a)     Employer, on Employer’s own behalf and that of Employer’s affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by Employer and said plans’ fiduciaries, agents and trustees and anyone acting on Employer’s behalf (the “ Employer’s Parties ”), hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, Executive’s spouse, heirs, executors or administrators, assigns, insurers, attorneys and other persons or entities acting or purporting to act on Executive’s behalf (the “ Released Parties ”), from any and all actions, cause of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, known or unknown, which the Employer’s Parties have, have had, or may in the future claim to have against the Released Parties by reason of, arising out of, related to, or resulting from Executive’s employment with Employer or the termination thereof. This release specifically includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. It is understood and agreed that the waiver of claims contained in this section does not include a waiver of the covenants in Sections 7, 8.2, 9 and 10 of the Employment Agreement which shall survive this Release and the termination of his employment with Employer.

Nothing in this Release shall be deemed to require the waiver or release of any claim that may not be released or waived under applicable federal or state law.

(b)     Employer hereby acknowledges that it understands that under this Release it is releasing any known or unknown claims it may have arising out of, related to, or resulting from Executive’s employment with Employer or the termination thereof (the “ Released Claims ”). It therefore acknowledges that it has read and understands Section 1542 of the California Civil Code, which reads as follows:

“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.”

Employer expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the Released Claims.

6.      Non-Disparagement . The Parties agree that neither they nor any of their agents, affiliates, predecessor, successor or parent companies, or insurers or representatives will, and they will cause each of their agents, affiliates, predecessor, successor or parent companies or insurers or representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether oral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the reputation, practices or conduct of any Party or any of their directors, officers, principals, agents, servants, employees, parent, predecessor or successor entities, affiliates, agents or representatives. The Parties acknowledge that this Section 6 is a material provision of this Release and that any breach of Section 6 shall be a material breach of this Release, and that the affected party would be irreparably harmed by violation of Section 6.

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8.      Risk of Mistake; Consultation with Counsel . Each party hereto expressly assumes the risk of any mistake of fact or law, or that the true facts of the law might be other or different from facts or law now known or believed to exist, or that the law may hereafter change, or that the party or its rights may be affected over the passage of time or other changes in circumstances. It is the express intention of each of the Parties to forever settle, adjust and compromise any and all disputes within the scope of the respective releases provided above, finally and forever, and without regard to which party or parties may have been correct in their understanding of past, present or future events or the law relative thereto. Each party hereby acknowledges that it has been advised by its counsel of its own choosing, that it has made a complete and independent investigation of the facts and law pertaining to the matters released herein, that it has not relied and does not rely upon any promise, representation or warranty made by or on behalf of any other person concerning such matters except as may expressly be set forth herein.

9.      No Admissions . This Release is entered into for the settlement and compromise of disputed claims, and no party hereto shall ever treat the existence or the contents of this Release as an admission of liability or a statement or admission as to any particular contention or issue by the other parties for any purpose (all of which liability is expressly denied), other than the liability of a party hereto to perform in accordance with the terms hereof after the execution of this Release.

10.      Restrictive Covenants . Executive understands that the covenants in Sections 7, 9, 10.1 and 10.2 of the Employment Agreement survive the termination of his employment with Employer.

11.      Amendment, Waiver . No amendment or variation of the terms of this Release shall be valid unless made in writing and signed by Executive and Employer. Failure of either Employer or Executive to enforce any provision or provisions of this Agreement shall not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

12.      Assignment . It is understood that this Release, and specifically Executive’s rights and obligations hereunder, shall survive to the Executive’s beneficiary on death.

13.      Severability . If any provision or any part of any provision of this Release is for any reason held to be invalid, unenforceable or contrary to public policy, law, statute and/or ordinance, then the remainder of this Release shall not be affected thereby and shall remain valid and fully enforceable.

14.      Construction. The terms set forth in Section 14.1 of the Employment Agreement shall apply to this Release, provided that the word “Release” shall take the place of the word “Agreement” in such Sections, where applicable.

15.      Attorneys’ Fees. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled.

16.      Governing Law . This Release shall be governed by, and construed in accordance with, the laws of the State of Delaware, but without regard to Delaware’s choice of law or conflict of laws principles. Each of the Parties hereto irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, any state or federal court of competent jurisdiction in the State of Delaware) for any litigation arising out of or relating to this Release.

17.      Further Assurances . Each of the parties agrees that it will promptly execute and deliver all such documents and instruments as may be necessary and appropriate to effectuate the terms of this Agreement. The parties agree that monetary damages would be inadequate to remedy a breach of this provision and that specific performance is an appropriate remedy for the breach of this provision .

18.      Counterparts . This Agreement may be executed in counterparts and, as so executed, shall constitute one agreement binding on all parties.

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IN WITNESS WHEREOF, the Parties have executed this Release as of dates set forth below their respective signatures below.