General RELEASE
agreement


 


This General
Release Agreement (this “Agreement”), dated as of July 31, 2014, is entered into by and among Enumeral
Biomedical Holdings, Inc. (f/k/a Cerulean Group, Inc.), a Delaware corporation (“Seller”), Cerulean Operating
Corp., a Delaware corporation (“Split-Off Subsidiary”) and Olesya Didenko (the “Buyer”). In
consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the
parties hereto hereby agree as follows:


 


1.          Split-Off
Agreement. This Agreement is executed and delivered by Split-Off Subsidiary pursuant to the requirements of Section 8.3
of that certain Split-Off Agreement (the “Split-Off Agreement”) by and among Seller, Split-Off Subsidiary and Buyer
as a condition precedent to the closing (the “Closing”) of the Split-Off Agreement.


 


2.          Release
and Waiver by Split-Off Subsidiary. For and in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Split-Off Subsidiary, on behalf of itself and
its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases
Seller, along with its present, future and former officers, directors, stockholders, members, employees, agents, attorneys and
representatives (collectively, the “Seller Released Parties”), of and from any and all claims, actions, obligations,
liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which Split-Off Subsidiary
has or might claim to have against the Seller Released Parties for any and all injuries, harm, damages (actual and punitive), costs,
losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Split-Off
Subsidiary arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred
or failed to occur on or prior to the date of the Closing.


 


3.          Release
and Waiver by Buyer. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement,
the receipt and sufficiency of which are hereby acknowledged, Buyer hereby covenants not to sue and fully, finally and forever
completely releases the Seller Released Parties of and from any and all claims, actions, obligations, liabilities, demands and/or
causes of action, of whatever kind or character, whether now known or unknown which Buyer has or might claim to have against the
Seller Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’
fees and/or liability or other detriment, if any, whenever incurred or suffered by Buyer arising from, relating to, or in any way
connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the date of the
Closing.


 




    	 



    	 



    

 


4.          Additional
Covenants and Agreements.


 


(a)          Each
of Split-Off Subsidiary and the Buyer on the one hand, and Seller, on the other hand, waives and releases the other from any claims
that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding.


 


(b)          Each
of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto
may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off
Agreement.


 


(c)          Notwithstanding
anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s
rights and obligations under the Split-Off Agreement.


 


5.          Modification.
This Agreement cannot be modified orally and can only be modified through a written document signed by both parties.


 


6.          Severability.
If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then
the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void,
illegal or unenforceable had not been contained herein.


 


7.          Expenses.
The parties hereto agree that each party shall pay its respective costs, including attorneys’ fees, if any, associated with
this Agreement.


 


8.          Further
Acts and Assurances. Split-Off Subsidiary and Buyer each agree that it will act in a manner supporting compliance, including
compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the request of
Seller, and without further consideration, cause the execution and delivery of such other instruments of release or waiver and
take such other action or execute such other documents as such party may reasonably request in order to confirm or effect the releases,
waivers and covenants contained herein, and, in the case of any claims, actions, obligations, liabilities, demands and/or causes
of action that cannot be effectively released or waived without the consent or approval of other persons or entities that is unobtainable,
to use its best reasonable efforts to ensure that the Seller Released Parties receive the benefits thereof to the maximum extent
permissible in accordance with applicable law or other applicable restrictions, and shall perform such other acts which may be
reasonably necessary to effectuate the purposes of this Agreement. For the purposes of this Agreement, an “Affiliate”
is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, another specified person or entity.


 


9.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to principles of conflicts or choice of laws thereof.


 




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10.         Entire
Agreement. This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and Buyer
and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer with respect
to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not, however, operate
to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition obligations owed by Split-Off
Subsidiary or Buyer to Seller under any prior agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this General Release Agreement as of the day and year first above written.


 


	 	SELLER:
	 	 
	 	Company:
	 	 
	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ Olesya Didenko
	 	 	Name: Olesya Didenko
	 	 	Title: President
	 	 
	 	CERULEAN OPERATING CORP.
	 	 	 
	 	By:	/s/ Olesya Didenko
	 	 	Name: Olesya Didenko
	 	 	Title: President
	 	 
	 	BUYER:
	 	 
	 	/s/ Olesya Didenko
	 	Olesya Didenko


 



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