TRANSITION AND RELEASE AGREEMENT To facilitate a smooth transition and then the termination of their employment relationship, bgC3 LLC ("Company"), on behalf of its Managers and the Individuals (as defined below in Section 2.1), and Dr. Boris Nikolic ("Dr. Nikolic"), a single person, agree as follows: RECITALS A. Company and Dr. Nikolic entered into an employment agreement regarding employment with Company dated ("Employment Agreement"). B. Company and Dr. Nikolic wish to enter into this Transition and Release Agreement ("Agreement") in order to facilitate a smooth transition and termination of the employment relationship. C. Nothing in this Agreement is intended as or should be construed as an admission of liability by Company or Dr. Nikolic, and neither party has any information or reason to believe that any liability exists as it relates to the employment relationship and decision to terminate such relationship. AGREEMENTS t,x Provided that Dr. Nikolic executes and docenor t revoke this Agreement, the parties agree as follows: I. gmployment Through Separation Date and Post-Employment Cooperation. In partial consideration of the Waiver and Release contained in Section 2, the Restrictive Covenants contained or referenced in Section 4, and the other terms and conditions of this Agreement, Company agrees to change the "at-will" status of Dr. Nikolic's employment to a length of term employment relationship, which is anticipated to run from August 19, 2013 through July 1, 2014, provided that Dr. Nikolic is performing his duties in a manner satisfactory to Company; provided further however: (i) the parties may mutually agree to extend the last date of Dr. Nikolic's employment with Company beyond July 1, 2014, (ii) Dr. Nikolic may voluntarily choose to terminate his employment with Company sooner than July 1, 2014, and (iii) Company may choose (or decide) to have Dr. Nikolic stop performing services prior to July 1, 2014, and any such dec