UnitedHealth Group (UNH)

16.4 Defendants’ Discharge And Covenant Not To Continue Suit On Counterclaims

Except as provided herein, upon Final Settlement Approval, for good and valuable consideration received from Settling Plaintiffs, the receipt and sufficiency of which is hereby acknowledged, Defendants, on behalf of themselves and each of their heirs, executors, administrators, successors, and assigns, and any persons they represent, and each of their agents (including but not limited to any investment managers and advisors), representatives, officers, directors, executives, members, partners, participants, shareholders, investors, principals, employees, trustees, assigns, and attorneys of each of them to the extent those entities or individuals acted on behalf of, or are claiming through or by virtue of the claims of, any Defendants, hereby unconditionally, fully, and finally

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release and forever discharge any counterclaims that are currently or were previously pending in the Actions against the Settling Plaintiffs (“Counterclaims”). Each of the Defendants further hereby covenants and agrees that it shall not take any step whatsoever to commence, institute, continue, pursue, maintain, prosecute, or enforce the Counterclaims, on behalf of itself of any other Person, against any of Settling Plaintiffs. Upon the Final Order and Judgment Date, each of the Defendants hereby warrants and represents that it has not assigned, sold, or otherwise transferred any Counterclaims. Defendants further agree that Settling Plaintiffs shall suffer irreparable harm if a Defendant takes action inconsistent with this Section and that in that event, Settling Plaintiffs may seek an injunction from the Court as to such action without a further showing of irreparable harm and without the need to post any bond (or, if a bond is required by controlling law, without the need to post anything more than a nominal bond).