unvested. Executive’s unvested Class B common units ceased vesting as of the Termination Date Pursuant to the terms of the award agreements governing such Class B Common Units, Executive’s unvested Class B common units terminated effective on the Termination Date. On April 2, 2020, in connection with the initial public offering of the common stock of Zentaiis Pharmaceuticals, Inc. (“Common Stock”), pursuant to that certain Plan of Conversion by LLC dated as of April 2, 2020 (the “Plan of Conversion”), LLC converted into Zentaiis Pharmaceuticals, Inc. (“Parent Corporation”) pursuant to a statutory conversion which automatically converted the membership interests of LLC, including Executive’s vested Class B common units, into shares of Common Stock, effective as of the April 2, 2020 (such actions, collectively, the “Conversion”). As a result of the Conversion, Executive’s 60,425 Class B common units were converted into 61,663 shares of Common Stock. Executive will be separately provided information about receiving his shares of Common Stock from Parent Corporation’s transfer agent. Executive’s Common Stock remai ns subject to the terms of the lock-up agreement executed by Executivein connection with Parent Corporation’s initial public offering. 2. Warranty. Executive acknowl edges that, other than the compensation set forth in Section 2 above paid to him as provided therein and the Termination Benefits set forth in Section 3 above, he has or will have received all wages, accrued but unused vacation pay, and other benefits due him as a result of his employment with and termination from the Company. 3. Release of Known and Unknown Claims By Executive. 5. In exchange for the Termination Benefits set forth in Section 3 above, and in consideration of the further agreements and promises set forth herein, Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past aid present investors, directors, stockholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances ari si ng or occurri ng on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, dams under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, d seg.; the Americans with Disabilities Act, as amended, 42U.S.C. §12101 et seg.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 d seg.; the Civil Rights Ad of 1866, and the Civil Rights Ad of 1991; 42 U.S.C. Sedion 1981, et seg.; the Age Discrimination in Employment Ad, as amended, 29 U.S.C. Section 621, d seg. (the “ADEA”); the Equal Pay Ad, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contrad Compliance, 41 C.F.R. Section 60, et seg.; the Family and Medical Leave Ad, as amended, 29 U.S.C. §2601 et seq.; the Fair Labor Standards Ad of 1938, as amended, 29U.S.C. §201 d seg.; and the Employee Retirement Income Security Ad, as amended, 29 U.S.C. § 1001 d seg.
