TERMINATION, SETTLEMENT AND RELEASE …

1 { }1 TERMINATION, SETTLEMENT AND RELEASE AGREEMENT This Termination, SETTLEMENT and RELEASE Agreement ( Agreement ), dated as of June 14, 2016 ( Effective Date ) is made by and between Western Climate Initiative, Inc. ( WCI, Inc. ) and SRA International, Inc., A CSRA Company ( CSRA ). For purposes of this Agreement, WCI, Inc. and CSRA are sometimes referred to hereinafter individually as a Party and together as the Parties . Any terms not otherwise defined shall have the meaning set forth in the Contract (defined below). RECITALS WHEREAS, WCI, Inc. and CSRA entered into that certain auction and reserve Sale Administrator Services contract, dated October 8, 2015 ( Contract ), for services to provide WCI, Inc.

2 And auction and reserve sale platform; WHEREAS, the Parties now desire to terminate their rights and obligations with respect to the Contract pursuant to the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows: Incorporated. The Recitals set forth herein above, are incorporated herein andmade a material part of Relationship. The Parties agree that the Contract is hereby terminated forconvenience effective as of the Effective Date ( Termination ). On the Effective Date, WCI, Inc.

3 Agrees to pay to CSRA the amount of$181, for services rendered to, and approved by, WCI, Inc. ( Final Payment ). CSRA acknowledges and agrees that other than the Final Payment, all amounts due and owing to CSRAby WCI, Inc. under the Contract have been paid and it shall not be entitled to receive from WCI,Inc. any other payment or consideration under the terms of the As of the Effective Date, neither Party shall have any further rights of obligationsunder or arising out of the Contract, except for those rights and obligations that survive theTermination pursuant Section 44 of Exhibit C of the of Claims.(a) RELEASE of Claims. WCI, Inc. and CSRA each RELEASE and forever discharge oneanother, and all of their respective predecessors, successors, assigns, Participating Jurisdictions, parents, subsidiaries, divisions, affiliated and related entities, officers, directors, members, employees, shareholders, agents, partners, attorneys, insurance carriers and all persons acting by or through them or on their behalf or in concert with them, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, expenses, attorneys fees and costs, damages, judgments, orders and liabilities of whatever kind or nature in { }2 law.

4 Equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, Damages ), that arise from or relate to the Contract, except (i) as specifically set forth in Section 7 of this Agreement, (ii) any Damages arising from or related to a Party s breach of its obligations set forth in this Agreement, or (iii) any Damages incurred by a Party in enforcing the terms of this Agreement. For clarification purposes only this RELEASE of claims shall not apply to obligations between the Parties relating to other agreements entered into prior to or existing as of the Effective Date. WCI, Inc. and CSRA each acknowledge that after executing this Agreement, they may discover facts in addition to or different from those which they now know or believe to exist with respect to the Contract, as well as to all known or unknown actions, demands, injuries, damages, and/or rights that either party may have against the other that arise from or pertain to the Contract and which, if known or suspected at the time of executing this Agreement, may have materially affected their decision to enter into it.

5 Nevertheless, WCI, Inc. and CSRA each waive any right, claim, or cause of action that might arise as a result of such different or additional facts related to the Contract. (b)Waiver of Civil Code Section 1542. Additionally, and to the fullest extent permittedunder law, and only with regard to or arising out of the Contract, each of the Parties hereto, for itself and its successors, expressly waives the provisions of California Civil Code Section 1542, and any similar law, statute or policy. California Civil Code Section 1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE , WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

6 Each of the Parties understands and acknowledges the significance and consequences of this waiver of California Civil Code Section 1542 and confirms that it has either discussed or been given an opportunity to discuss such matters with counsel of that Party s choice. For clarification purposes only this waiver pursuant to California Civil Code Section 1542 shall not apply to obligations between the Parties relating to other agreements entered into prior to or existing as of the Effective Date Each of the Parties further acknowledges that after executing this Agreement, they may discover facts in addition to or different from those which they now know or believe to exist with respect to the Contract, as well as to all known or unknown actions, demands, injuries, damages, and/or rights that either Party may have against the other that arise from or pertain to the Contract and which.

7 If known or suspected at the time of executing this Agreement, may have materially affected their decision to enter into it. Nevertheless, each of the Parties waives any right, claim, or cause of action that might arise as a result of such different or additional facts. Admission of Liability. This Agreement and compliance with it shall not operate or beconstrued as an admission by either Party of any liability, misconduct or wrongdoing whatsoeveragainst the other Party or any party released herein, and shall not be construed as an admission ofa violation of the rights of any Party, or as a violation of any law, rule, regulation, or ordinance.{ }3 Each Party expressly denies and wrongdoing or liability to the other Party.

8 Each Party has freely entered into this Agreement, and neither Party has relied upon any statements, promise, or representation from the other Party in entering into this Agreement. CSRA shall indemnify, defend and hold harmless WCI, Inc., and itsParticipating Jurisdictions, officers, directors, agents and employees from any Damages arisingout of or related to any claims brought against WCI, Inc. by any contractors or subcontractors ofCSRA under the of Confidential Information. CSRA and its contractors and subcontracts shall returnor destroy all Confidential Information (as defined in the Contract) as required in Section 24(C) ofthe Each person signing this Agreement on behalf of a Party represents andwarrants that the execution and performance of this Agreement by such Party has been dulyauthorized by all necessary laws, resolutions, and corporate action, and this Agreement constitutesthe valid, binding, and enforceable obligations of such Party in accordance with its s Fees.

9 Each Party shall bear its own attorney s fees and costs in the negotiationof this Agreement. Should any action be instituted to enforce any provision of this Agreement,the prevailing Party shall be entitled to recover its costs and reasonable attorney s and Assigns. This Agreement, and in particular the mutual releases containedin Section 5 above, shall be binding on the successors and assigns of each Party and shall beeffective as of the date this Agreement is signed by both Agreement. This Agreement contains the entire agreement and understandingbetween the Parties with respect to the Contract, and it supersedes and replaces all priornegotiations, proposed agreements and agreements related to the Contract, and may not beamended, modified or changed in any manner without the written consent of each Party Review of this Agreement.

10 Each Party acknowledges that this Agreement has beenfully read, reviewed and understood by each of Law. This Agreement shall be construed in accordance with the laws of theState of California without regard to its conflict of law and Jurisdiction. Any legal proceeding to enforce any provision of this Agreementor arising out of this Agreement must be brought against either Party in the California SuperiorCourt for the County of Sacramento or the United States Court for the Eastern District ofCalifornia, as applicable, and each Party consents to the jurisdiction of such courts and waives anyobjection to venue laid therein. process may be served on either Party anywhere in the If any provision of this Agreement is held to be invalid, void orunenforceable, the balance of the provisions will, nevertheless, remain in full force and effect andwill in no way be affected, impaired, or invalidated.