1)
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The Releasing Party hereby agrees that the Repayment Obligation shall be cancelled, extinguished, terminated and of no further force or effect, effective as of the date hereof, and that the Releasing Party shall have no further rights and the Company shall have no further obligation with respect to the Repayment Obligation or any other amounts due or owed by the Company for services performed by the Releasing Party pursuant to the Consulting Agreement.
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2)
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The Releasing Party hereby voluntarily and knowingly releases and forever discharges the Company and each of its directors, officers, employees, attorneys, trustees, agents and advisors (collectively, the “Released Parties”) from all possible claims, demands, debts, promises, actions causes of action, damages, costs, losses, expenses and liabilities whatsoever (“Adverse Actions”), known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at law or in equity, to the extent originating in whole or in part on or before the date of this Letter Agreement is executed and relating to, arising out of, or in connection with the Consulting Agreement and/or the Repayment Obligation, which the Releasing Party may now or hereafter have against the Released Parties, if any, and irrespective of whether any such Adverse Actions arise under common law, in equity or under statute (collectively, the “Released Claims”). The Releasing Party agrees not to initiate any action, suit or proceeding against the Company in respect of the Released Claims.
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3)
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The Consulting Agreement is hereby amended to reflect the terms of this Letter Agreement. To the extent of a conflict between the terms of this Letter Agreement and the Consulting Agreement, the terms of this Letter Agreement shall control. The Consulting Agreement and this Letter Agreement shall be read and construed as one agreement.
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