Larry: There are substantial problems with your drafts of the Transition and Release Agreement and the Severance, Waiver and Release Agreement Because the provisions of the Severance Agreement are needlessly duplicative of and nearly identical to the provisions of the Transition Agreement, I will focus on the more egregious problems with the Transition Agreement 1. The Transition Agreement is drafted so that the Company is entering into the Agreement on behalf Bill and Melinda and the Company's managers. This makes absolutely no sense whatsoever. A limited liability company can't bind individuals. To even suggest that Boris would not require a release and non-disparagement agreement signed by Melinda, herself, for example, is simply ridiculous. 2. The Transition Agreement is absurdly one-sided. Boris is required to make endless representations, warranties and covenants which are not similarly required of Bill, Melinda, and the Foundation, who are not signatories to the Agreement, or even of the Company, which is. Even in the limited cases where some minimal reciprocal undertaking is provided by the Company, the Company's obligations under the Agreement are minimal and provide no meaningful protection to Boris, especially when compared to the impossibly draconian undertakings required of him. Given that both the limited release granted to Boris and Boris's so called "severance benefits" are made subject to his compliance with the Transition Agreement's multitude of overly expansive representations and warranties and impossible covenants, with virtually no protections in return, it is preposterous to expect that Boris would be willing to enter into this Agreement in its present form. 3. As woefully inadequate "consideration" for the one-sided and oppressive burdens to be imposed on Boris under the current draft of the Transition Agreement, the few "benefits" that the Transition Agreement confers on Boris are illusory at best: • Section 1