Common use of Release of Claims Clause in Contracts

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxx X. Xxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any future transactions between the parties that are not related to the Merger Agreement suit, action, or the transactions contemplated thereby and (c) any employment compensation proceeding under or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.connection with this Release. Xxxxx X. Xxxxx

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016, between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxxx X. Xxxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any future transactions between the parties that are not related to the Merger Agreement suit, action, or the transactions contemplated thereby and (c) any employment compensation proceeding under or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.connection with this Release. Xxxxxx X. Xxxxxx

Release of Claims. (a) Subject to You, on your own behalf and upon the consummation on behalf of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledyour descendants, the Stockholderdependents, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representativesexecutors and administrators and permitted assigns, successors past and assigns present (such persons, the “Releasors”), in consideration for the amounts payable and benefits to be provided to you hereunder, hereby fully unconditionally and unconditionally irrevocably (subject to the receipt of the amounts specified in this paragraphSection 4(f)) releasescovenant not to xxx or pursue any litigation against, acquits and forever dischargeswaive, to the fullest extent permitted by law, each of Acquiror, Merger Sub, release and discharge the Company, each of their subsidiaries its direct and indirect parent, assigns, subsidiaries, affiliates (including, without limitation, Parent), predecessors and their respective pastsuccessors, and the past and present or future shareholders, partners, employees, officers, directors, employeesmembers, counsel representatives and agents, and the Company Stockholders prior to Closing agents of any of them (such personscollectively, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damagesrights, judgments, debtsdefenses, dues actions, charges or causes of action whatsoever, of any and suits of every kind, nature kind and description whatsoeverdescription, whether known or unknown, asserted accrued or unassertednot accrued, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors that you ever had, now has have or shall or may hereafter have against any of or assert in the Releaseesfuture, on or by reason of any matter, cause facts or thing whatsoever that arose omissions which have occurred on or prior to the Closing; date you sign this Agreement, against the Releasees (collectively, “Claims”), including, without limiting the generality of the foregoing, (x) any and all Claims relating to your employment with the Company Group or the separation therefrom or your service as an officer or director of any member of the Company Group or the separation from such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or separation from employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Xxxxxxxx-Xxxxx Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, whistleblowing, and any related claims for attorneys’ fees and costs and (y) any and all Claims with respect to any equity, equity-based or other incentive compensation, other than any vested equity and other rights retained by you pursuant to Section 1(c) hereof (the “Release”); provided, however, that nothing herein shall be deemed release the Company from any of its obligations to release you under this Agreement (a) including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release is conditioned), any right rights you may have as a holder of the Stockholder expressly set forth Common Units in the Merger Parent under Parent’s Limited Liability Agreement, including any rights you may have under the right Company’s 401(k) plan, any rights you may have to receive the Closing Merger Consideration to indemnification under any insurance coverage or other benefits under any directors and officers insurance or similar policies, or any rights which it may not be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity released as a director, manager, officer or employee matter of the Company, its Affiliates or its Subsidiarieslaw.

Release of Claims. I, _________________, in consideration of and subject to the performance by CARDIO DIAGNOSTICS, INC., a Delaware corporation (athe “Company”) Subject of its obligations under the Employment Agreement, dated as of ___________ _, 20__ (as amended from time to time, the “Agreement”), do hereby release and upon the consummation forever discharge as of the Merger date of my execution of this release (this “Release”) the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective Executive benefit plans and fiduciaries of such plans, and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s current and former officers, directors, stockholdersshareholders, Subsidiaries Executives, attorneys, accountants and Affiliates, and agents of each of the foregoing in their respective heirs, Representatives, successors official and assigns personal capacities (such personscollectively, the “ReleasorsReleased Parties”)) to the extent provided below. I understand that any payments or benefits paid or granted to me under Section 5(b) of the Agreement represent, hereby in part, consideration for signing this Release and are not salary, wages or benefits to which I was already entitled. Such payments and benefits will not be considered compensation for purposes of any Executive benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. Releases. I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present) fully and unconditionally (subject to forever release and discharge the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, Company and the Company Stockholders prior to Closing (such persons, the “Releasees”), other Released Parties from and against any and all liabilitiesclaims, suits, controversies, actions, causes of action, cross claims, counterclaims, demands, damagesdebts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, debtscompensatory damages, dues liquid damages, punitive or exemplary damages, other damages, claims for costs and suits attorneys’ fees, orders and liabilities of every kindwhatever kind of nature, nature in law and description whatsoeverin equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute vested or contingent, unmatured suspected, or inchoateclaimed, both at law and in equity, which against the Stockholder Company or any of the Releasors ever hadReleased Parties which I, now has my spouse, or may hereafter have against any of my heirs, executors, administrators or assigns, may have, which arise out of or relate to my employment with, or my separation or termination from, the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Company up to the Closing; provideddate of my execution of this Release (including, howeverbut not limited to, that nothing herein shall be deemed to release (a) any right allegation, claim of violation arising under: Title VII of the Stockholder expressly set forth Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in the Merger AgreementEmployment Act of 1967, as amended (including the right to receive Older Workers Benefit Protection Act), the Closing Merger Consideration to which it may be entitled pursuant to Equal Pay Act of 1963, as amended; the Merger Agreement in accordance Americans with Disabilities Act of 1990; the terms thereofFamily and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Executive Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, (b) state or local civil or human rights law, or under any liabilities other local state or federal law, regulation or ordinance; or under any public policy, contract of a Releasee in connection with tort, or under common law; or arising under any future transactions between the parties that are not related to the Merger Agreement policies, practices or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee procedures of the Company; or any claim for wrongful discharge, breach of the Agreement, infliction of emotional distress or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (collectively, the “Claims”). Executive agrees that this Agreement is intended to include all claims, if any, that Executive may have against the Company, and that this Agreement extinguishes those claims. I represent that I have made no assignment of transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above. In signing this Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the claims, demands and causes of action herein above mentioned or implied. I expressly consent that this Release shall be given full force and effect according to each and all of its Affiliates express terms and provisions, including those relating to unknown and unsuspected claims up to the date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and agree that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a claim seeking damages against the Company, this Release shall serve as a complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any pending charge or its Subsidiariescomplaint of the type described in Section 2 above as of the date of my execution of this Release.

Release of Claims. (a) Subject to Effective as of, and conditioned upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledoccurrence of, the Closing, each Stockholder, for itself and on behalf of each of its Affiliates and each of their respective successors (each, a “Releasing Party”), hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely and, irrevocably releases, acquits, exculpates and forever waives and relinquishes all claims, suits, debts, demands, liabilities, setoffs, counterclaims, actions, manners of action and causes of action of whatever kind or nature, whether known or unknown (collectively, “Claims”), which any Releasing Party has, may have or might have or may assert now or in the future, against the Company and its Subsidiaries and their respective Representatives (in each case, solely in their capacity as such), successors and permitted assigns, and, if after the Stockholder is a legal entityClosing, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Acquiror and Affiliatesits Subsidiaries, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeesowners, counsel and agentspartners, and the Company Stockholders prior to Closing managers or employees (such personsin each case, solely in their capacity as such) (collectively, the “ReleaseesReleased Parties”)) to the extent arising out of, based upon or resulting from and against any and all liabilitiesContract, actionstransaction, causes of event, circumstance, action, claims, demands, damages, judgments, debts, dues and suits failure to act or occurrence of every kind, nature and description whatsoeverany sort or type, whether known or unknown, asserted and which, in each and every case, occurred, existed, was taken, permitted, incurred or unasserted, suspected begun at or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing, in each case solely with regard to the Company, the business or operations of the Company prior to the Closing or the Transactions; provided, however, that nothing herein contained in this Section 5(j) shall be deemed to release construed as a waiver of any rights under (ai) this Agreement, (ii) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration other Transaction Agreement to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofany Releasing Party is party, (biii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or if such Stockholder is an employee of the Company, its Affiliates rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with Company’s employee expense reimbursement policy), accrued vacation and other benefits under the Company’s employee benefit plans, or its Subsidiaries(iv) any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), including any rights to indemnification, exculpation, advancement of expense or similar rights set forth in the Governing Documents of the Company, any indemnification agreement between the Company and such Stockholder, or as provided by law or any directors’ and officers’ liability insurance.

Release of Claims. (a) Subject The Borrowers acknowledge and confirm their obligations to and upon the consummation Lenders for repayment of the Merger Loans and indebtedness evidenced by the Notes (the “Indebtedness”), and the receipt Guarantor acknowledges and confirms its obligations to the Agent and the Lenders for the obligations of the Closing Merger Consideration to which Borrowers as set forth in its Guaranty. The Borrowers and the Stockholder is entitledGuarantor further acknowledge and represent that they have no defense, the Stockholdercounterclaim, andoffset, if the Stockholder is a legal entitycross-complaint, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each claim or demand of their respective heirs, Representatives, successors and assigns any kind or nature whatsoever (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject Loan Defenses” ) that can be asserted to reduce or eliminate all or any part of their liability to repay the Indebtedness to the receipt Lenders. To the extent that any such Loan Defenses exist, and for and in consideration of the amounts specified Lenders’ commitments contained in this paragraph) releasesAgreement, acquits the receipt and sufficiency of which are hereby acknowledged, they are hereby fully, forever dischargesand irrevocably released. By their execution below, to for and in consideration of the fullest extent permitted by lawLenders’ commitments contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each of Acquiror, Merger Sub, hereby acknowledge and agree that neither the Company, each Lenders nor any of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, servants, representatives, attorneys, loan participants, successors, successors-in-interest, predecessors-in-interest and the Company Stockholders prior assigns (hereinafter referred to Closing (such persons, collectively as the “ReleaseesReleased Parties”) have interfered with or impaired the acquisition, collection, use, ownership, disposition, disbursement, leasing or sale of any of the collateral that secures the Loan (the “Collateral”), and that neither the Borrowers nor the Guarantor have any claim of any nature whatsoever, at law, in equity or otherwise, against the Released Parties, or any of them, as a result of any acts or omissions of the Released Parties, or any of them, under the Loan Documents or in connection with the Loans or the Collateral prior to and including the date hereof. Each of the Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, hereby unconditionally waive and release the Released Parties, and forever discharge the Released Parties, of and from and against any and all liabilitiesmanner of action, actionssuits, claims, counterclaims, causes of action, claimsoffsets, demandsdeductions, breach or breaches, default or defaults, debts, dues, sums of money, accounts, deposits, damages, judgmentsexpenses, debtslosses, dues liabilities, costs, expenses, any and suits all demands whatsoever and compensation of every kindkind and nature, nature past, present, and description whatsoeverfuture, whether known or unknownunknown (herein collectively, asserted or unasserted“Claims”) that the Borrowers, suspected or unsuspectedthe Guarantor, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadBorrowers’, now has or may hereafter have against any of the ReleaseesGuarantor’s successors, on successors-in-interest, heirs, executors, administrators, or assigns, or any one of them, can or now have or may have at any time hereafter against the Released Parties, or any of them, by reason of any matter, cause cause, transaction, occurrence or omission whatsoever, that happened or has happened on or before the date of this Agreement, on account of or arising from or that is connected in any manner whatsoever with the Loans, the Indebtedness, the Collateral, the Loan Documents, any related documents, or any and all collateral that has served or is serving as security for the Loans or the Loan Documents, or that is related to any and all transactions and dealings with among Lenders, the Borrowers and/or the Guarantor, or any other matter or thing whatsoever that arose prior to has occurred before the Closing; provided, however, that nothing herein shall be deemed to release (a) any right signing of the Stockholder expressly set forth in the Merger Agreement, including known or unknown. Any and all such Claims are hereby declared to be satisfied and settled, and the right Borrowers and the Guarantor, for themselves and for their respective successors, executors, heirs, administrators, and assigns, each hereby discharge the Released Parties from any liability with respect to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesall such Claims.

Release of Claims. (a) Subject to In consideration for entering into this agreement, the sufficiency of which is acknowledged, and upon excepting only the consummation contractual obligations respecting future performance by the Lender arising under the Loan Agreement and the Loan Documents, each of the Merger Borrowers hereby irrevocably releases and forever discharges the receipt Lender and each of the Closing Merger Consideration to which the Stockholder is entitledits affiliates, the Stockholdersubsidiaries, andsuccessors, if the Stockholder is a legal entity, together with the Stockholder’s officersassigns, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the Company Stockholders prior date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent to Closing the extent arising out of, under or from the Loan Agreement, Loan Documents and related transactions (such personscollectively, the “ReleaseesClaims”). Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all liabilitiesClaims and any loss, actionscost, causes of actionliability, claimsdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, demandspreparing for, damagesdefending against, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known providing evidence or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee producing documents in connection with or taking other action in respect of any future transactions between the parties that are not related to the Merger Agreement commenced or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorthreatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, managerUNANTICIPATED OR MISUNDERSTOOD DEFENSES, officer or employee of the CompanyCLAIMS, its Affiliates or its SubsidiariesCONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH BORROWER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitleda)The Note Holder, the Stockholderon his, her or its behalf and, if and only to the Stockholder is a legal entityextent permitted under applicable Law, together with on behalf of any of the StockholderNote Holder’s officersheirs, directors, stockholders, Subsidiaries and Affiliatessuccessors in interest or assigns, and each all other Persons that might allege a claim, demand, complaint, cause of their respective heirsaction, Representativessuit, successors and assigns proceeding, arbitration, audit, hearing, investigation or inquiry (such personswhether formal or informal, civil, criminal or administrative) (each, a “Claim”) through the “Releasors”)Note Holder or on his, her or its behalf, hereby fully knowingly, fully, unconditionally and unconditionally irrevocably (subject i) acknowledges and agrees that he, she or it has no rights or entitlements with respect to the receipt any Company Convertible Notes except as set forth on Exhibit A hereto, (ii) acknowledges and agrees that such Note Holder has no current or potential right, title, license, claim, or unassigned personal interest of the amounts specified in this paragraphany kind to any Company-Owned IP, and (iii) releases, acquits and forever discharges, effective as of immediately prior to the fullest extent permitted by lawEffective Time, each any and all Claims (whether held directly, derivatively, or otherwise) that the Note Holder has or may have against the Company or any present or former director, officer, manager, employee or agent of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (in such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverPerson’s capacity as such, whether asserted or unasserted, known or unknown, asserted contingent or unassertednoncontingent, suspected past or unsuspectedpresent, absolute arising or contingentresulting from or relating, unmatured directly or inchoateindirectly, both at law to any act, omission, event or occurrence prior to the Closing relating to the Company, including with respect to the Company Capital Stock, Company Convertible Notes, or any other equity interests in the Company and/or any rights or interests therein (collectively, the “Released Claims”). The Note Holder, on his, her or its behalf and, if and only to the extent permitted under applicable Law, on behalf of the Note Holder’s successors in equityinterest or assigns and all Persons that might allege a Claim through the Note Holder or on the Note Holder’s behalf, which hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she or it may have against the Stockholder or Company with respect to the Company’s breach of any of the Releasors ever had, now has or may hereafter have against any representations and warranties set forth in Article IV of the ReleaseesBCA and the covenants of the Company set forth in Article VI of the BCA. Notwithstanding the foregoing, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall in this Section 3 will be deemed to constitute release (ai) by the Note Holder of any of his, her or its rights under this Agreement or any other Transaction Document to which it is a party or (ii) to the extent the Note Holder is a director, officer, employee, agent, consultant or independent contractor of the Company, by the Note Holder of any right of the Stockholder expressly set forth in the Merger Agreement, including the right Note Holder to receive the Closing Merger Consideration to which it may be entitled pursuant accrued but unpaid wages, salary, compensation, bonuses, accrued vacation and any other accrued but unpaid compensation and/or benefits (other than any equity-based compensation) owed to the Merger Agreement Note Holder in accordance with the terms thereofhis, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement her or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her its capacity as a director, manager, officer service provider or employee any employment rights that cannot be waived as a matter of the Company, its Affiliates or its Subsidiariesapplicable Law.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxx Xxxxxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in connection an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any future transactions between remaining consideration period. I understand that after executing this Release, I have the parties right to revoke it within seven days after its execution. I understand that are this Release will not related become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Merger Agreement Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the transactions contemplated thereby and date that is sixty (c60) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee days following the date of the Company, its Affiliates or its Subsidiariesmy termination of employment.

Release of Claims. (a) Subject In consideration for the benefits to be received by the Sponsor under the terms of the Business Combination Agreement and the Ancillary Documents, subject to and upon the consummation effective as of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledClosing, the StockholderSponsor, for and on behalf of itself and each of its heirs, executors, administrators, personal representatives, successors, assigns and subsidiaries, hereby acknowledges full and complete satisfaction of and fully and irrevocably releases and forever discharges the Company, Broadstone, the Target Companies, Pubco, Merger Sub, each of their respective subsidiaries and their predecessors, successors, assignees, parent companies, shareholders and investors (direct and indirect) and, if the Stockholder is a legal entityin each case, together with the Stockholder’s each of their respective Affiliates, officers, directors, stockholderspartners, Subsidiaries employees, agents, attorneys and Affiliatesother representatives, past and each of their respective heirs, Representatives, successors and assigns present (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Entities”), from and against liability on or for any and all liabilitiescharges, claims, controversies, actions, causes of action, cross claims, counterclaims, demands, debts, duties, sanctions, fines, compensatory damages, judgmentsliquidated damages, debtspunitive or exemplary damages, dues other damages, claims for costs, attorney’s fees, sums of money, suits, contracts, covenants, controversies, agreements, promises, responsibilities, obligations and suits accounts of every any kind, nature or description whatsoever in Law or in equity (“Actions”), direct or indirect, past, present and description whatsoeverfuture, and whether known or unknownnot now or heretofore known, asserted suspected, matured or unassertedunmatured, suspected contingent or unsuspecteduncontingent, absolute or contingentclaimed against the Released Entities, unmatured through to and including the Closing, arising out of, or inchoaterelating to, both at law and in equity, which (x) the Stockholder Sponsor’s ownership of any Sponsor Purchaser Ordinary Shares or any equity or debt interests in Broadstone prior to the Closing, (y) the organization, management or operation of the Releasors ever had, now has or may hereafter have against any business of the Releasees, on or by reason of Broadstone relating to any matter, cause occurrence, action, inaction, omission or thing whatsoever that arose activity prior to the Closing; Closing, in each case, in the Sponsor’s capacity as an equity or debt securityholder, and (z) the negotiation, implementation or closing of the transactions contemplated by the Business Combination Agreement; provided, however, that nothing herein such release shall be deemed to not release the Released Entities for (ai) any right Actions arising out of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not or related to the Merger Agreement Released Entities’ respective Organisational Documents, to provide indemnification, reimbursement or advancement of expenses to the transactions contemplated thereby and Sponsor in respect of actions taken or omitted in the Sponsor’s capacity as an officer and/or director of such Released Entity prior to the Closing, (cii) any employment Actions arising out of or related to the Released Entities’ contracts with or obligations to the Sponsor in respect of compensation arrangements as an officer and/or director of such Released Entity prior to the Closing, (iii) any Actions arising under, or benefits matter affecting in connection with, any Releasor commercial agreements as between any direct or indirect portfolio companies of the Sponsor or its Affiliates and any Released Entity, or (iv) for the avoidance of doubt, any Actions arising in his or her Sponsor’s capacity as a directormember of Pubco under its Organisational Documents (if applicable), managerthe New Registration Rights Agreement, officer or employee of in each case, arising after the Company, its Affiliates or its SubsidiariesClosing.

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing RBL Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing RBL Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing RBL Obligations, the Existing RBL Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting RBL Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting RBL Liens securing the Existing RBL Obligations, its Affiliates including any right or its Subsidiaries.basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, that the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order. 529

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt Effective as of the Closing Merger Consideration to which Date, each Party (the Stockholder is entitled“Releasing Party”), for itself and its Affiliates (as defined below), whether an Affiliate as of the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClosing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsReleasing Entities”) hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether an Affiliate as of the Closing Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesReleased Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Releasing Entity may have now has or may hereafter have in the future, against any of the ReleaseesReleased Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Released Claims”). The Releasing Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Releasing Party, which has the respective sole authority to release them. The Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees that it and its other Releasing Entities shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by reason of any matteror is under common Control with, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release specified Person; (ii) “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 10% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Companya Person or a Person that controls such Person; and (iii) “Person” means a natural person, its Affiliates a corporation, a limited liability company, a partnership, an association, a trust or its Subsidiariesany other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Release of Claims. (a) Subject to and upon the consummation of the Merger The Borrower and the receipt of the Closing Merger Consideration to which the Stockholder is entitledother Credit Parties hereby releases, remises, acquits and forever discharges each Lender, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Administrative Agent and Affiliates, each L/C Issuer and each of their respective heirsemployees, Representativesagents, successors and assigns (such personsrepresentatives, the “Releasors”)consultants, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesattorneys, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespartners, counsel fiduciaries, predecessors, successors and agentsassigns, subsidiary corporations, parent corporations and the Company Stockholders prior to Closing related corporate divisions (such personscollectively, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, causes of action, judgments, executions, suits, debts, claims, demands, damagesliabilities, judgmentsobligations, debtsdamages and expenses of any and every character, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted direct or unassertedindirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against any of the Releasees, on or by reason indirectly arising out of any matteror in any way connected to this Consent or the other Credit Documents (collectively, cause the “Released Matters”). The Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 9 are intended to be in full satisfaction of all or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee alleged injuries or damages arising in connection with the Released Matters. The Borrower and each other Credit Party each hereby represents and warrants to each Lender, Agent and each L/C Issuer that it has not purported to transfer, assign or otherwise convey any future transactions between the parties that are not related to the Merger Agreement right, title or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee interest of the CompanyBorrower or any other Credit Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters. THE BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, its Affiliates or its SubsidiariesUNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS CONSENT. THE BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Release of Claims. (a) Subject to Effective on the date hereof, each Loan Party hereby absolutely and upon unconditionally releases and forever discharges the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateseach Lender, and each of their respective heirsany and all participants, Representativesparent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns (such personsthereof, the “Releasors”), hereby fully and unconditionally (subject to the receipt together with all of the amounts specified in this paragraph) releasespresent and former directors, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, attorneys and employees of any of the Company Stockholders prior to Closing foregoing (such personseach, a “Releasee” and collectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, demands or causes of action, claims, demands, damages, judgments, debts, dues and suits action of every any kind, nature and description whatsoeveror description, whether known arising in law or unknownequity or upon contract or tort or under any state or federal law or otherwise (each, asserted or unasserteda “Claim” and collectively, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equitythe “Claims”), which the Stockholder or any of the Releasors ever such Loan Party has had, now has or may hereafter has made claim to have against any of the Releasees, on such person for or by reason of any act, omission, matter, cause or thing whatsoever that arose prior arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, in each case, which Claims relate to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Credit Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement other Loan Document or the transactions contemplated thereby thereby, except for the duties and (c) any employment compensation or benefits matter affecting any Releasor obligations set forth in his or her capacity this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a directorfull and complete defense to any Claim and may be used as a basis for an injunction against any action, managersuit or other proceeding which may be instituted, officer prosecuted or employee attempted in breach of the Companyprovisions of such release. Each Loan Party agrees that no fact, its Affiliates event, circumstance, evidence or its Subsidiariestransaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt Effective as of the Closing Merger Consideration to which Date, Holder, for itself and its Affiliates (as defined below), whether an Affiliate as of the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesClosing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsHolder Parties”) hereby irrevocably, unconditionally and forever releases, discharges and remises CMGR and each of its Affiliates (whether an Affiliate as of the Closing Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesCMGR Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Holder Party may have now has or may hereafter have in the future, against any of the ReleaseesCMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Holder Released Claims”). Holder represents and warrants that no Holder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Holder Released Claims released herein are owned by Hxxxxx, which has the respective sole authority to release them. Hxxxxx, on its own behalf and on behalf of the other Holder Parties, agrees that the Holder Parties shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by reason of any matteror is under common Control with, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release specified Person; (ii) “Control” means (a) any right the possession, directly or indirectly, of the Stockholder expressly set forth in power to vote 10% or more of the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofsecurities or other equity interests of a Person having ordinary voting power, (b) any liabilities the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Person, by contractor otherwise, or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as being a director, managerofficer, officer executor, trustee or employee fiduciary (or their equivalents) of the Companya Person or a Person that controls such Person; and (iii) “Person” means a natural person, its Affiliates a corporation, a limited liability company, a partnership, an association, a trust or its Subsidiariesany other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Release of Claims. (a) Subject to and upon In consideration for the consummation negotiation of the Merger Employment Agreement, Executive, for himself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective for his heirs, Representativesexecutors, successors administrators, and assigns (such persons, the hereinafter referred to collectively as “Releasors”), hereby fully forever releases and unconditionally (subject to discharges the receipt Company and any and all of the amounts specified in this paragraph) releasesits subsidiaries, acquits divisions, affiliated entities, employee benefit and/or pension plans or funds, successors and forever dischargesassigns, to the fullest extent permitted by law, each and all of Acquiror, Merger Sub, the Company, each of its or their subsidiaries past and affiliates and their respective past, present or future officers, directors, employeesmembers, counsel shareholders, trustees, agents and agents, and the Company Stockholders prior employees (hereinafter referred to Closing (such persons, as the “ReleaseesEntities and Persons”), from and against any and all liabilities, actions, causes of action, claims, demands, damagescause of action, judgments, debts, dues fees and suits liabilities of every kind, nature and description any kind whatsoever, whether known or unknown, asserted which Executive ever had, now has, or unassertedmay have against the Entities and Persons by reason of any actual or alleged act, suspected omission, transaction, practice, conduct, occurrence, or unsuspectedother matter up to and including the date of this Employment Agreement and with regard to his employment with the Company. Without limiting the generality of the foregoing, absolute the provisions of this Section 15 are intended to and shall release the Entities and Persons from any and all claims, whether known or contingent, unmatured or inchoate, both at law and in equityunknown, which the Stockholder or any of the Releasors ever had, now has have, or may hereafter have against the Entities and Persons arising out of Executive’s employment with the Company, including, but not limited to: (i) any claim under Title VII of the Civil Rights Act, as amended; (ii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of Executive’s employment by the Company and the terms and conditions of such employment; (iii) any claim under the Age Discrimination in Employment Act, as amended; (iv) any claim under applicable state or local law against discrimination; (v) any claim for attorneys’ fees, costs, disbursements and/or the like; or (vi) any claim under, with regard to, or in connection with this Employment Agreement or any agreement or plan with regard to equity, incentive or deferred compensation. Notwithstanding the foregoing, the foregoing release shall not cover rights of indemnification to which Executive is entitled under the Company’s Certificate of Incorporation, By-laws, or Section 13 hereof or otherwise with regard to his service as an officer of the Company. Executive agrees that he will not, from any source or proceeding, seek or accept any award or settlement with respect to any claim or right covered by Section 15(a) above. In addition to the foregoing, except as otherwise prohibited by law, Executive represents and warrants that he will not xxx or commence any proceeding (judicial or administrative), or participate in any action, suit or proceeding, against any of the ReleaseesEntities and Persons, on with respect to any act, event, occurrence, or by reason any alleged failure to act, released hereunder. In the event any portion of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein this Section 15 shall be deemed to release (a) held invalid or unenforceable by any right court of the Stockholder expressly set forth in the Merger Agreementcompetent jurisdiction, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) such holding shall not invalidate or render unenforceable any liabilities other provision of a Releasee in connection with any future transactions between the parties that this Section 15. The provisions of this Section 15 are not related intended, and shall not be construed, as an admission that the Entities and Persons have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive. Executive acknowledges that he has been advised by the Company to consult an attorney before signing this Employment Agreement and that he has executed this Employment Agreement after having had the Merger opportunity to consult with an attorney of his choice and has had an opportunity to consider this Employment Agreement or the transactions contemplated thereby and for a period of at least fourteen (c14) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdays.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Effective Date, each Party, for itself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesits Affiliates (as defined below), and each of their respective predecessors, successors, assigns, heirs, Representativesrepresentatives, successors and assigns agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleasorsReleasor Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the other Party and its Affiliates (whether an Affiliate as of the Effective Date or later), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastpredecessors, present or future officerssuccessors, directorsassigns, employeesheirs, counsel and agentsrepresentatives, and the Company Stockholders prior to Closing agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (such personscollectively, the “ReleaseesReleased Parties”), from and against all claims of any type and all liabilities, manner of action and actions, cause and causes of action, claimssuits, demandsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, debtsexecutions, dues claims and suits of every kind, nature and description demands whatsoever, whether in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors ever had, Releasor Party may have now has or may hereafter have in the future, against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior Released Parties to the Closing; providedextent that those claims arose, howevermay have arisen, that nothing herein shall be deemed to release (a) any right of or are based on the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Share Purchase Agreement or the transactions contemplated thereby therein and to the extent that those claims arose, may have arisen, or events which occurred at any point in the past up to and including the Effective Date (c) collectively, the “Released Claims”). Each Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Party releasing the same, which has the respective sole authority to release them. Each releasing Party, on behalf of itself and its related Releasor Parties, agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any employment compensation lawsuit action or benefits matter affecting proceeding, judicial, administrative or otherwise collect or enforce any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesReleased Claim which is released and discharged herein.

Release of Claims. Effective on the date hereof, each Credit Party hereby acknowledges that: (a) Subject it has no defenses, claims or set-offs to the enforcement by the Administrative Agent, Collateral Agent or any Lender of Credit Parties’ liabilities, obligations and upon agreements on the consummation date hereof and (b) to its knowledge, the Administrative Agent, the Collateral Agent and each Lender has fully performed all undertakings and obligations owed to it as of the Merger date hereof. Each Credit Party hereby remises, releases, acquits, satisfies and forever discharges the receipt of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Collateral Agent and Affiliateseach Lender (solely in their respective capacities as such), and each of their respective heirsagents, Representativesemployees, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeespredecessors, counsel attorneys and agents, and all others acting or purporting to act on behalf of or at the Company Stockholders prior to Closing (such personsdirection of the Administrative Agent, the Collateral Agent or any Lender (“Releasees”), of and from and against any and all liabilities, manner of actions, causes of action, claimssuit, demandsdebts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, debts, dues claims and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted in law or unassertedin equity (collectively, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equitythe “Claims”), which the Stockholder or any of the Releasors such parties ever had, now has or may hereafter have against any of the Releaseesor, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee extent arising from or in connection with any future transactions between the parties that are not related act, omission or state of facts taken or existing on or prior to the Merger date hereof in connection with the Credit Agreement or any Credit Document; provided, that, for the transactions contemplated thereby and avoidance of doubt, this Section 14 shall not apply to (ci) any employment compensation Claims arising from any Releasee’s obligations under this Amendment, (ii) any Claims arising from any Releasee’s gross negligence or benefits matter affecting willful misconduct or (iii) any Releasor in his or her capacity as a director, manager, officer or employee future Claims of any Credit Party against any Releasee based on facts existing after the Company, its Affiliates or its Subsidiariesdate hereof.

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing Second Lien Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing Second Lien Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing Second Lien Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing Second Lien Obligations, the Existing Second Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting Second Lien Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing Second Lien Obligations or any payments or other transfers made on account of the Existing Second Lien Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting Second Liens securing the Existing Second Lien Obligations, its Affiliates including any right or its Subsidiariesbasis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing Second Lien Secured Party Releasees; provided, that the Existing Second Lien Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforegoing, the Stockholderadequacy of which is hereby expressly acknowledged, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Executive hereby unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits irrevocably releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personsapplicable law permits, the “Releasees”),” as defined in subparagraph 8(b) below, from and against any and all liabilitiesevery action, actions, causes cause of action, claimscomplaint, demandsclaim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), judgmentsliability, debtscost and/or expense (including attorney’s fees) that he has, dues and suits of every kindmay have or may be entitled to from or against the Releasees, nature and description whatsoeverwhether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, asserted foreseen or unassertedunforeseen, suspected matured or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Stockholder Company, its predecessors, successors and assigns and past, present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or any willful misconduct of the Releasors ever hadReleasees (together, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; “Released Claims”); provided, however, that nothing herein shall be deemed this release does not apply to release any claims solely and specifically (ai) any right of arising after the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger date this Agreement in accordance with the terms thereofis executed, (bii) any liabilities of a Releasee for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as an action instituted by a director, manager, officer or employee of third party against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its SubsidiariesAffiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the Termination Date), (iii) arising from any breach or failure to perform this Agreement, (iv) that cannot be waived by law, or (v) involving any vested rights Executive may have under a company sponsored employee benefit plan. For the sake of clarity, this Paragraph 8 shall not operate to deny Executive of any rights to coverage under the Company’s directors’ and officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled.

Release of Claims. (a) Subject The Company, for itself and all of its predecessors, successors and assigns, acknowledges, affirms and represents that immediately prior to giving effect to this Agreement, it is legally, validly and upon the consummation enforceably obligated to each of the Merger Noteholders under and pursuant to the Notes and the receipt Existing Note Purchase Agreement and that the Company has no defense, offset, counterclaim or right of recoupment with regard to such obligations. Additionally, the Company for itself and all of its predecessors, successors and assigns, does hereby fully, forever and completely release and discharge each of the Closing Merger Consideration to which the Stockholder is entitledNoteholders and all of their respective employees, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholderstrustees, Subsidiaries and Affiliatesshareholders, and each of their respective heirsaffiliates, Representativesagents, attorneys, representatives, predecessors, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”"RELEASED PARTIES"), from and against any and all liabilities, actions, causes of action, claims, demands, damagesliabilities, judgmentsdamages and causes of action of any kind whatsoever (collectively, debts, dues and suits the "COMPANY CLAIMS") whether based on facts in existence prior to or as of every kind, nature and description whatsoeverthe date hereof, whether known or unknown, asserted which the Company may now have or unassertedmay have had at any time heretofore or may have at anytime hereafter, suspected whether for contribution or unsuspectedindemnity or otherwise, absolute and whether direct or indirect, fixed or contingent, unmatured liquidated or inchoateunliquidated, both at law and arising out of or related in equity, which the Stockholder or any way to any of the Releasors ever hadfollowing: (a) the Notes and the Existing Note Purchase Agreement and all documents relating thereto or executed in connection therewith (the "EXISTING NOTE DOCUMENTS"); and (b) any action, now has inaction or may hereafter have omission by any of the Released Parties in connection with the Existing Note Documents or the administration thereof. Upon the Effective Date, the Company and each of its Subsidiaries covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Releasees, Released Parties any action or other proceeding based upon any of the Company Claims which may have arisen at any time on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed date of this Amendment and were in any manner related to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee or arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesExisting Note Documents.

Release of Claims. (a) Subject to The Guarantor represents and upon agrees that it has diligently and thoroughly investigated the consummation existence of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholderany Claim (as defined below), and, if to its knowledge and belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the Stockholder is a legal entityCollateral Agent entering into this Guaranty, together with the Stockholder’s officersGuarantor by its execution of this Guaranty, and on behalf of itself and each of its respective agents, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsbusiness advisors, Representativesaffiliates, subsidiaries, successors and assigns (such persons, the “Releasors”each a "RELEASING PARTY"), each hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to the fullest extent permitted by law, discharge each Secured Creditor and each of Acquirorsuch Secured Creditor's agents, Merger Subdirect and indirect shareholders, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersemployees, directors, employeesofficers, counsel attorneys, business advisors, branches, affiliates, subsidiaries, successors and agentsassigns (each a "RELEASED PARTY") from all damages, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of actionlosses, claims, demands, damagesliabilities, judgmentsobligations, debts, dues actions and suits causes of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which action whatsoever (collectively "CLAIMS") that the Stockholder Releasing Parties or any of them may, as of the Releasors ever haddate hereof, now has have or may hereafter claim to have against any or all of the ReleaseesReleased Parties, on in each case whether currently known or by reason of any matter, cause unknown or thing whatsoever that arose prior with respect to which the Closing; provided, howeverfacts are known (or should have been known), that nothing herein shall be deemed could give rise to release (a) or support a Claim and of every nature and extent whatsoever on account of or in any right way relating to, arising out of or based upon any this Guaranty or the Stockholder expressly set forth in negotiation or documentation hereof or any amendments or the Merger Agreementtransactions contemplated hereby, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) or any liabilities of a Releasee action or omission in connection with any future transactions of the foregoing, including all such losses or damages of any kind heretofore sustained or that may arise as a consequence of the dealings between the parties that are not up to the date hereof in connection with or in any way related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesthis Guaranty.

Release of Claims. (a) Subject to a. In consideration of BDSI’s execution of this Agreement and BDSI’s obligations hereunder, and based upon the consummation of the Merger mutual promises contained herein and the other good and valuable consideration and actual receipt of the Closing Merger Consideration to which the Stockholder is entitledInitial Payment, the StockholderABPI and ABPI Sub, andon their behalf and on behalf of all of their Affiliates, if the Stockholder is a legal entitydivisions, together with the Stockholder’s employees, owners, stockholders, officers, directors, stockholderslegal representatives, Subsidiaries and Affiliatesinsurers, and each of their respective creditors, related companies, predecessors, successors, heirs, Representatives, successors assigns and assigns personal representatives (such personscollectively, the “ReleasorsAccentia Releasing Parties”), hereby fully and expressly, knowingly, voluntarily, and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesrelease, acquits acquit and forever dischargesdischarge Parent, to the fullest extent permitted by lawArius, each of Acquiror, Merger Sub, the Company, each and all of their subsidiaries and affiliates and their respective pastAffiliates, present or future divisions, employees, owners, stockholders, officers, directors, employeeslegal representatives, counsel insurers, creditors, related companies, predecessors, successors, heirs, assigns and agents, and the Company Stockholders prior to Closing personal representatives (such personscollectively, the “ReleaseesBDSI Released Parties”), from and against any and all claims, obligations, liabilities, promises, agreements, controversies, damages, actions, causes of action, rights, demands, losses, debts, contracts, commitments or expenses of every kind and nature, including attorneys’ fees, that any of the Accentia Releasing Parties now has, or which it may have against the BDSI Released Parties from the beginning of time up to, through, including, and following, the Approval Date for Agreement, including specifically any matters relating to the Distribution Agreement, any Party’s performance thereunder or breach thereof, the development or commercialization of any products thereunder, the termination thereof, any actual or potential claim that any warrant or other security was required to be issued thereunder, or any such warrant or alleged or actual interest therein (but expressly excluding any obligations, rights, claims or liabilities arising under or as a result of this Agreement). ABPI and ABPI Sub, on their behalf and on behalf of the other Accentia Releasing Parties, covenant and agree not to commence, aid, prosecute or cause to be commenced or prosecuted any action or other proceeding, based upon any claims, demands, obligations, or causes of action relating to, arising under, out of, or in connection with its relationship with the BDSI Released Parties, and ABPI and ABPI Sub further covenant and agree to hold harmless and indemnify the BDSI Released Parties in respect of all losses, claims, damages, judgmentsliabilities, debtsfees, dues penalties or related costs or expenses (including, but not limited to, court costs and suits of every kindattorneys’ fees), nature and description whatsoeversuffered, whether known sustained, incurred, or unknown, asserted required to be paid by the BDSI Released Parties from or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement such action or the transactions contemplated thereby and (c) proceeding by ABPI, ABPI Sub, any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee Affiliate of either of the Companyforegoing, its Affiliates or its Subsidiariesany other Accentia Releasing Party. The Parties acknowledge that neither Arius nor Parent are, by their execution of and performance under this Agreement, acknowledging or admitting any matter, fault, or liability.

Release of Claims. (a) Subject Effective as of, and contingent upon, the Closing, each Selling Securityholder, on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf (which, for clarity, excludes any portfolio companies of any venture capital, private equity or angel investor in the Company), hereby knowingly, fully, unconditionally and irrevocably (a) acknowledges and agrees that he, she or it has no rights or entitlements with respect to any shares of Company Capital Stock, Company Options or any other equity interest in the Company or any Subsidiary except as set forth on such Selling Securityholder’s signature page to this Agreement or the Joinder (as applicable), (b) acknowledges and upon the consummation agrees that he, she or it has no current or potential right, title, license, claim or unassigned personal interest of the Merger any kind in or to any Company Owned Intellectual Property or, more generally, to any Company Intellectual Property and the receipt (c) releases, effective as of the Closing Merger Consideration to which the Stockholder is entitledDate, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, Claims and causes of actionaction that such Selling Securityholder has or may have against the Company or any Subsidiary or any present or former director, claimsofficer, demandsmanager, damages, judgments, debts, dues and suits employee or agent of every kind, nature and description whatsoeverthe Company or any Subsidiary, whether asserted or unasserted, known or unknown, asserted contingent or unassertednoncontingent, suspected past or unsuspectedpresent, absolute arising or contingentresulting from or relating, unmatured directly or inchoateindirectly, both at law and in equityto any act, which the Stockholder omission, event or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose occurrence prior to the Closing; providedClosing relating to the Company, howeverany Subsidiary, that the Company Intellectual Property, the Purchased Shares and any rights or interests therein (the “Released Claims”). Notwithstanding anything to the contrary in the foregoing, nothing herein shall in this Section 6.15 will be deemed to constitute release by such Selling Securityholder of (ai) any right of such Selling Securityholder under this Agreement or any other Operative Document, (ii) any right under any existing Contract a Selling Securityholder has with the Stockholder expressly set forth Company that is disclosed in Schedule 2.16 of the Merger AgreementCompany Disclosure Letter, including (iii) any rights to continuing indemnification, exculpation or expense advancement to the right extent provided under (A) the organizational documents of the Company or any Subsidiary that have been provided to receive the Closing Merger Consideration Purchaser, (B) any indemnification agreement to which it may be entitled pursuant to the Merger Agreement Selling Securityholder and the Company or any Subsidiary are parties that is disclosed in accordance with Schedule 2.21 of the terms thereof, Company Disclosure Letter or (bC) any liabilities applicable policy of a Releasee in connection with any future transactions between directors’ and officers’ insurance maintained by the parties Company Group that are not related to is disclosed on Schedule 2.14 of the Merger Agreement or the transactions contemplated thereby Company Disclosure Letter and (civ) any employment compensation if the Selling Securityholder is or benefits matter affecting any Releasor in his was an employee or her capacity as a director, manager, officer or employee other service provider of the Company, its Affiliates (A) rights to accrued but unpaid wages, salaries or its Subsidiariesother cash compensation due to him, her or it that remain unpaid as of the Closing, (B) rights to expense reimbursements for reasonable and necessary business expenses incurred and documented prior to the Closing and consistent with prior expenditures, (C) unreimbursed claims under employee health and welfare plans, consistent with terms of coverage and (D) the entitlement to continuation coverage benefits or any other similar benefits required to be provided by Law. Notwithstanding anything to the contrary in this Agreement, each Selling Securityholder on such Selling Securityholder’s behalf and on behalf of any such Selling Securityholder’s heirs or assigns and all Persons that might allege a Claim through such Selling Securityholder or on such Selling Securityholder’s behalf, hereby knowingly, fully, unconditionally and irrevocably waives any Claim or right of recourse he, she, or it may have against the Company with respect to the Company’s representations and warranties (including any inaccuracies thereof) set forth in Article II and the covenants of the Company set forth in Article V and Article VI.

Release of Claims. In order to induce the Administrative Agent and the Lenders to enter into this Consent, each Credit Party, on behalf of itself and its respective Related Parties (collectively, the “Releasing Parties”), acknowledges and agrees that: (a) Subject to and upon the consummation none of the Merger and the receipt Releasing Parties presently has any claim or cause of action against any of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each any Lender or any of their respective heirs, Representatives, successors and assigns Related Parties (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally ) relating to or arising out of any Loan Document or any agreement entered into in connection therewith; (subject b) to the receipt actual (and not constructive or imputed) knowledge of any officer of any Credit Party, none of the amounts specified in this paragraph) releasesReleasing Parties presently has any offset right, acquits and forever dischargescounterclaim or defense of any kind against any of their respective Obligations, debt or liabilities to the fullest extent permitted by law, Administrative Agent or any Lender; and (c) each of Acquiror, Merger Sub, the Company, each Released Parties has heretofore properly performed and satisfied in a timely manner all of their subsidiaries and affiliates its obligations to the Credit Parties and their respective pastSubsidiaries under the Loan Documents to which it is a party. Each of the Credit Parties wishes to eliminate any possibility that any past conditions, present acts, omissions, events, circumstances or future officersmatters would impair or otherwise adversely affect any of the Administrative Agent or any Lenders’ rights, directorsinterests, employeescontracts, counsel and agents, and or remedies under the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverLoan Documents, whether known or unknown, asserted as applicable. Therefore, each of the Credit Parties, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or unasserteddebt of any kind of the Administrative Agent and each Lender to the Releasing Parties, suspected in each case, occurring, existing or unsuspectedarising on or prior to the date of this Consent, absolute and (y) all claims, offsets, causes of action, suits or contingentdefenses of any kind whatsoever (if any), unmatured or inchoate, both whether arising at law and or in equity, whether known or unknown, which the Stockholder or any of the Releasors ever had, now has or may hereafter Releasing Parties might otherwise have against any of the ReleaseesReleased Parties for actions taken or not taken on or prior to the date of this Consent, in each case under clause (x) or clause (y), (A) whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, debt, claim, cause of action, defense, circumstance or matter of any kind, (B) other than any such liabilities, obligations, claims, causes of action or suits resulting from the gross negligence or willful misconduct of the Administrative Agent or any Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to or arising out of the Loan Documents or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and each of the Credit Parties hereby waives, releases and agrees not to xxx for, any special, indirect or consequential damages relating to the Loan Documents or arising out of activities in connection herewith or therewith (whether before, on or by reason of any matter, cause or thing whatsoever that arose prior to after the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdate hereof).

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger payment provided for in paragraph 2 above and other good and valuable consideration, the receipt receipt, adequacy, and sufficiency of which is hereby acknowledged, Employee and his heirs, executors, administrators, agents, assigns, receivers, attorneys, servants, legal representatives, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, wards, and any other representative or entity acting on his or their behalf, pursuant to, or by virtue of the Closing Merger Consideration to which rights of any of them, do hereby now and forever unconditionally release, discharge, acquit and hold harmless the Stockholder is entitledCompany and any parent, subsidiary or related companies, and any and all of their employees, agents, administrators, assigns, receivers, attorneys, servants, legal representatives, affiliates, insurers, predecessors and successors in interest, regardless of form, trustees in bankruptcy or otherwise, insurance benefit plans, and any other representative or entity acting on its or their behalf (collectively, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”"Released Parties"), from and against any and all liabilitiesclaims, rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness, and causes of action, claimsof whatever kind or nature that existed from the beginning of time through the date of execution of this Agreement, demandsregardless of whether known or unknown, damagesand regardless of whether asserted by Employee to date, judgmentsincluding, debtsbut not limited to, dues all claims for or relating to assault, battery, negligence, negligent hiring, negligent retention, negligent supervision, negligent training, negligent or intentional infliction of emotional distress, false imprisonment, defamation (whether libel or slander), personal injury, bodily injury, bad faith, pain and suits suffering, medical expenses, wage and hour, lost income and earnings (including, but not limited to, back pay, front pay and any other form of every kindpresent or future income, nature benefits and/or earnings), equitable reinstatement, breach of any express or implied contract, breach of the covenant of good faith and description whatsoeverfair dealing, workers' compensation, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, quid pro quo sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity. Employee further understands and warrants that this Agreement shall operate as a fully binding and complete resolution of all claims as to the parties to this Agreement and all parties represented by or claiming through such parties, and that he shall not be able to seek any monies for any claim, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on persons or by reason entities released hereunder other than as provided in paragraphs 2 and 6 of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to paragraph 6 below and upon the consummation entry of the Merger Final Order, each Debtor and the receipt its estate shall be deemed to have forever waived, discharged, and released each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates Existing RBL Secured Parties and their respective pastaffiliates, present assigns, or future successors and the respective members, managers, equity holders, affiliates, agents, attorneys, financial advisors, consultants, officers, directors, employees, counsel and agentsother representatives of the foregoing (all of the foregoing, and the Company Stockholders prior to Closing (such personscollectively, the “Existing RBL Secured Party Releasees”), solely in their capacity as such, from any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action (including causes of action in the nature of “lender liability”), defenses, setoff, recoupment, other offset rights, and other rights of disgorgement or recovery against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverthe Existing RBL Secured Party Releasees, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both arising at law and or in equity, which relating to and/or otherwise in connection with the Stockholder Existing RBL Obligations, the Existing RBL Liens, or the debtor-creditor relationship between any of the Releasors ever hadExisting RBL Secured Parties, now has or may hereafter have against on the one hand, and any of the ReleaseesDebtors, on or by reason of any matterthe other hand, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release including (a) any right recharacterization, subordination, avoidance, disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the Stockholder expressly set forth in the Merger AgreementBankruptcy Code or under any other similar provisions of applicable state law, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereoffederal law, or municipal law and (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related right or basis to challenge or object to the Merger Agreement amount, validity, or enforceability of the Existing RBL Obligations or any payments or other transfers made on account of the Existing RBL Obligations, or the transactions contemplated thereby and (c) any employment compensation validity, enforceability, priority, or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee non-avoidability of the CompanyExisting RBL Liens securing the Existing RBL Obligations, its Affiliates including any right or its Subsidiaries.basis to seek any disgorgement or recovery of payments of cash or any other distributions or transfers previously received by any of the Existing RBL Secured Party Releasees; provided, that the Existing RBL Secured Party Releases shall be limited to such claims arising prior to or including the date of the entry of the Final Order. 241

Release of Claims. (ai) Subject to The Holder acknowledges and upon the consummation agrees on behalf of itself and each of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledHolder’s trustees, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersbeneficiaries, directors, officers, managers, employees, Affiliates, Subsidiaries, stockholders, Subsidiaries and Affiliatesmembers, and each of their respective partners, agents, representatives, heirs, Representativesexecutors, administrators, estate, predecessors, successors and assigns (such personseach, the a “ReleasorsHolder Releasing Party”), that each Holder Releasing Party hereby fully unconditionally, irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) forever releases, acquits and forever dischargesdischarges Quellis, to the fullest extent permitted by lawFirst Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of Acquirorsuch Company Beneficiary’s respective current and former directors, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directorsmanagers, employees, counsel and representatives, agents, members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and the assigns (each, a “Company Stockholders prior to Closing (such personsReleased Party” and collectively, the “ReleaseesCompany Released Parties”), ) from and against any and all liabilitiesrights, actions, causes of action, lawsuits, claims, controversies, demands, damagesliabilities, judgmentsobligations, debtslosses and damages (including reasonable attorneys’ fees and costs incurred or to be incurred) (collectively, dues “Claims”) that arise out of or are related to the conduct, management or operation of the business and suits affairs of every kindQuellis, nature and description whatsoeveror any act, whether omission, event, or occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured contingent or inchoatevested, both at law and in equityof any kind or nature or description whatsoever, which from the Stockholder or beginning of time to the First Effective Time, that any of the Releasors ever Holder Releasing Party had, now presently has or may hereafter have or claim or assert to have against any Company Released Party, including with respect to the treatment of the Releasees, on or by reason Original Warrant in the Merger and/or any breach of any matter, cause or thing whatsoever fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that arose prior to the Closing; Holder Releasing Party may have against the Company Released Parties; provided, however, that nothing herein such release shall be deemed not apply to release (a) claims which may not be waived as a matter of law, or (b) any right rights of the Stockholder expressly set forth in any Holder Releasing Party under (1) the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled (2) any agreement entered into by any Holder Releasing Party pursuant to the Merger Agreement in accordance with the terms thereof, (bincluding this Warrant) or (3) any liabilities indemnification or exculpation provisions set forth in the certificate of a Releasee incorporation or bylaws of Quellis or any indemnification agreement disclosed in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesCompany Disclosure Letter.

Release of Claims. (a) Subject to In consideration for the Separation Benefits and upon the consummation performance of the Merger Company of its obligations herein in connection therewith, Consultant, individually and on behalf of Consultant’s heirs, executors, administrators, attorneys or representatives, successors and assigns (hereinafter collectively referred to as the receipt “Consultant Parties”), hereby voluntarily, knowingly and willingly releases and forever discharges the Company and each of the Closing Merger Consideration to which the Stockholder is entitledits parents, the Stockholder, and, if the Stockholder is a legal entitysubsidiaries and affiliates, together with each of the Stockholder’s foregoing entities’ respective owners, principals, partners, officers, directors, stockholdersemployees, Subsidiaries agents, members, managers, attorneys, employee benefits plans and Affiliatessuch plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective heirspredecessors, Representativessuccessors, successors and assigns (such persons, hereinafter collectively referred to as the “ReleasorsCompany Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesrights, claims, charges, actions, causes of action, claimscomplaints, demandsgrievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, judgments, debts, dues and suits demands or liabilities of every kindkind whatsoever, nature and description whatsoeverin law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspectedunsuspected (collectively, absolute “Claims”) which Consultant or contingentConsultant’s executors, unmatured administrators, successors or inchoate, both at law and in equity, which the Stockholder or any of the Releasors assigns ever had, now has have or may hereafter claim to have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior whatsoever, arising from the beginning of time up to the Closing; Separation Date including, but not limited to (1) any such Claims relating in any way to Consultant’s service relationship with the Company or any other Company Party, or the termination thereof, (2) any Claims arising under any agreement between the Company and Consultant, (3) any Claims related to any right to stock options, common stock, equity or other equity interest in any of the Company Parties; and (4) any such Claims arising under Israeli law or any United States, state, or local statute or regulation; provided, however, that notwithstanding the foregoing, nothing herein contained in this Section shall be deemed in any way diminish or impair: (A) Consultant’s ability to release commence proceedings to enforce this Agreement; and (aB) any right of Claims Consultant may have that cannot be waived under applicable law (collectively, the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries“Excluded Claims”).

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) Subject to and upon the consummation Xxxxxx Xxx Xxxxx (my “Employment Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the ReleaseesReleasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or by reason to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any matterProceeding, cause or thing whatsoever that arose prior including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the Closing; providedextent such Proceeding relates to a claim not waived hereunder. Further, howeverI understand that, by executing this Release, I will be limiting the availability of certain remedies that nothing herein shall be deemed I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right claims to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement my severance payments and benefits in accordance with the terms thereofof the Employment Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in connection an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any future transactions between remaining consideration period. I understand that after executing this Release, I have the parties right to revoke it within seven days after its execution. I understand that are this Release will not related become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Merger Agreement Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the transactions contemplated thereby and date that is sixty (c60) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee days following the date of the Company, its Affiliates or its Subsidiariesmy termination of employment.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of AcquirorParent, Merger Sub, the Company, each of their subsidiaries Subsidiaries and affiliates Affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. The undersigned hereby consents to the Merger and, effective as of the Effective Time (aas defined in the Merger Agreement) Subject to and conditioned upon the consummation effectiveness of the Merger Merger, irrevocably, unconditionally and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) completely releases, acquits and forever discharges, to the fullest extent permitted by law, discharges each of Acquirorthe Releasees (as defined below) from any Claim (as defined below), Merger Suband hereby irrevocably, unconditionally and completely waives and relinquishes each and every Claim that the Company, each of their subsidiaries and affiliates and their respective undersigned may have had in the past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, may now has have or may hereafter have in the future against any of the Releasees, on relating to or arising out of: any written or oral agreements or arrangements occurring, existing or entered into by reason of the undersigned at any matter, cause or thing whatsoever that arose time up to immediately prior to the Closing; Effective Time; and any events, matters, causes, things, acts, omissions or conduct, occurring or existing at any time up to immediately prior to the Effective Time, including, without limitation, any Claim: (i) to the effect that the undersigned is or may be entitled to any compensation, benefits or perquisites from the Company or any of its direct or indirect subsidiaries; or (ii) otherwise arising (directly or indirectly) out of or in any way connected with the undersigned's employment or other relationship with the Company or any of its direct or indirect subsidiaries; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in undersigned is not releasing the Merger Agreementundersigned's rights, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to if any: under the Merger Agreement in accordance with and the terms thereof, (b) any liabilities of a Releasee related documents executed in connection therewith; under the indemnification provisions contained in the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries; with any future transactions between respect to salaries, bonuses and expenses that have accrued in the parties ordinary course of business consistent with past practices; to accrued vacation and vested benefits under the Company's employee benefit plans, other than with respect to options to acquire capital stock of the Company granted to the undersigned by the Company; and with respect to claims against Parent that are not related relate to or arise out of agreements, events, matters, causes, things, acts, omissions or conduct to the extent unrelated to the Company, the Merger, the Merger Agreement or and the other transactions contemplated thereby thereby, and (c) any employment compensation relationship between the undersigned and the Company or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of between Parent and the Company, its Affiliates or its Subsidiaries.. For purposes of this Agreement:

Release of Claims. (a) Subject a. The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender, and upon the consummation Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Loan Parties make the releases contained in this Section 10. In consideration of the Merger Administrative Agent and the receipt Lenders entering into this Amendment, the Loan Parties hereby fully and unconditionally release and forever discharge each of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the StockholderLenders, andthe Issuing Lender, if the Stockholder is a legal entitySwingline Lender and their respective directors, together with the Stockholder’s officers, directorsemployees, stockholderssubsidiaries, Subsidiaries and Affiliatesbranches, and each of their respective heirsaffiliates, Representativesattorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (such personscollectively, the “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsallegations, causes of action, claimscosts or demands and liabilities, demandsof whatever kind or nature, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverarising prior to the date on which this Amendment is executed, whether known or unknownunknown to the Loan Parties on the date hereof, whether liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, absolute anticipated or contingent, unmatured or inchoate, both at law and in equityunanticipated, which the Stockholder Loan Parties have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, in each case, arising out of the Loans, the Obligations, the Credit Agreement or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger AgreementLoan Documents, including the right to receive administration or enforcement thereof (collectively, all of the Closing Merger Consideration to foregoing, the “Claims”). The Loan Parties represent and warrant that they have no knowledge of any Claim by it against the Released Parties or of any facts or acts or omissions of the Released Parties which it may on the date hereof would be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities basis of a Releasee in connection with any future transactions between Claim by the parties Loan Parties against the Released Parties which is not released hereby. The Loan Parties represent and warrant that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Claims.

Release of Claims. (a) Subject to Participant acknowledges and upon the consummation agrees that as of the Merger Closing, he or she, on behalf of himself or herself and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their his or her respective heirs, Representatives, successors and assigns assigns, irrevocably, absolutely and fully releases, remises, relieves, relinquishes, waives and forever discharges the Company, its Subsidiaries and any Person that was an officer, director, employee, agent, affiliate, direct and indirect equity holder, lender, representative, successor or assign of the Company or any of its Subsidiaries at any time prior to the Effective Time (such personscollectively, the “ReleasorsReleased Parties”), hereby fully from any and unconditionally (subject all liabilities of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the receipt Closing (the “Released Liabilities”), specifically including but not limited to the waiver or breach by the Company or the Surviving Corporation of any provision of the amounts specified Plan or the Participation Agreement(s), in this paragraph) releases, acquits and forever discharges, each case to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release other than (a) any right of rights granted to the Stockholder expressly set forth Participant in connection with the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the terms of the Merger Agreement in accordance with and the terms thereofEscrow Agreement, (b) rights to indemnification and/or exculpation under (i) the Company’s certificate of incorporation and bylaws in existence as of the Closing and (ii) any liabilities indemnification agreement in effect between Participant and the Company as of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Closing, and (c) any employment right to receive compensation and benefits due but unpaid at the Closing. Such Released Liabilities shall include, for the avoidance of doubt, any right to recover for any indemnification claims made against or benefits matter affecting any Releasor in his paid directly or her capacity as a director, manager, officer indirectly by the undersigned pursuant to Article IX or employee Article X of the CompanyMerger Agreement. The undersigned understands and acknowledges that this is a full and final release of all claims, demands, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties with respect to Released Liabilities, except as expressly set forth herein. To the extent permitted by law, the undersigned hereby expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. The undersigned hereby understands and acknowledges the significance of the undersigned’s release of unknown claims and its Affiliates or its Subsidiarieswaiver of statutory protection against a release of unknown claims.

Release of Claims. (a) Subject to In consideration of this Amended and upon the consummation of the Merger Restated Master Credit Agreement and the receipt of the Closing Merger Consideration to which the Stockholder is entitledother consideration afforded hereby, the StockholderBorrower hereby fully and finally releases, andremises, if the Stockholder is a legal entityacquits, together and forever discharges, with the Stockholderprejudice, Lender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, stockholderspartners, Subsidiaries and Affiliatesmembers, and each of their respective heirsshareholders, Representativesparticipants, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, affiliates and related corporate divisions (such persons, all of the foregoing hereinafter called the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, judgmentsand expenses of any and every character, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserteddirect and/or indirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any manner or things done, omitted, or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against indirectly arising out of or in any way connected to this Amended and Restated Master Agreement, the Note, or any other Loan Documents, including but not limited to, claims, liabilities or obligations relating to any settlement negotiations, representations, commitments, arrangements, liabilities, offsets or deductions of sums owed to or by Borrower (all of the Releasees, on foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or by reason of any matter, cause alleged injuries or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee damages arising in connection with the Released Matters. Borrower represents and warrants to Lender that it has not purported to transfer, assign, or otherwise convey any future transactions between right, title, or interest of Borrower in any Released Matter to any other person or entity and that the parties that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Released Matters.

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, Seller, for and on behalf of itself and the receipt Seller and any and all of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entityits successors and assigns, together with the Stockholder’s officers, directors, stockholders, Subsidiaries all present and former directors and officers and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “ReleasorsSeller Releasing Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and discharges the Company Stockholders prior to Closing and any and all of its respective successors and assigns, together with all present and former directors and officers and Affiliates (such persons, the “ReleaseesCompany Released Parties”), from and against any and all liabilitiesmanner of claims, actions, causes of action, claims, demandssuits, damages, judgments, debts, dues demands and suits of every kind, nature and description whatsoeverLiabilities whatsoever in Law or equity, whether known or unknown, asserted liquidated or unassertedunliquidated, suspected or unsuspectedfixed, absolute or contingent, unmatured direct or inchoateindirect, both at law including under Contracts between the Seller Releasing Parties and the Company Released Parties (except to the extent any such Contracts remain in equityplace following the Closing), which the Stockholder or any of the Releasors Seller Releasing Party ever had, now has or may hereafter have against any of the ReleaseesCompany Released Parties for, on upon, or by reason of any matter, cause transaction, act, omission or thing whatsoever that arose prior arising under or in connection with any of the Company Released Parties, from the beginning of time to and including the Closing Date (the foregoing, collectively, the “Released Claims”). Notwithstanding anything herein to the Closing; providedcontrary, howevernothing contained in this Section 6.8 shall operate to release, that nothing herein shall be deemed to release (a) acquit or discharge any right of the Stockholder expressly obligations, covenants and agreements arising under (i) this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, or (ii) the indemnification, exculpation and advancement of expenses provisions set forth in the Merger AgreementOrganizational Documents of the Company as in effect prior to the date hereof. In furtherance of the foregoing, including the right to receive the Closing Merger Consideration to which it may Seller shall not be entitled pursuant to the Merger Agreement in accordance contribution from, subrogation to or recovery against any Company Released Party with the terms thereof, (b) respect to any liabilities Losses imposed on or incurred by any of a Releasee them in connection with this Agreement, any future transactions between Ancillary Document or any other or any document furnished pursuant hereto, whether by reason of the parties fact that are not related to the Merger Agreement Seller is or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as was a stockholder employee, officer, director, manager, officer representative or employee agent of the Company, its Affiliates Company or its Subsidiariesotherwise.

Release of Claims. (a) Subject to Employee stipulates, agrees, and upon the consummation understands that for and in consideration of the Merger mutual covenants set forth in this Agreement, specifically the payments and the receipt of the Closing Merger Consideration to which the Stockholder is entitledconsiderations set forth in Section 2 (a)-(d) above, the Stockholdersame being good and valuable consideration, andEmployee hereby acting of Employee’s own free will, if the Stockholder is a legal entityvoluntarily and on behalf of him or herself, together with the StockholderEmployee’s officersheirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES Employer and Employer’s parent entities, specifically including Sunoco GP LLC and Energy Transfer Equity, L.P. and its and their respective past and present subsidiaries, affiliates (specifically including Stripes, LLC Energy Transfer Partners, LLC, and La Grange Acquisitions, LP), partners, directors, stockholdersofficers, Subsidiaries owners, shareholders, unitholders, employees, predecessors, joint employers, successor employers, agents and Affiliatesbenefit plans (including without limitation, plan sponsors, insurers, trustees, administrators, and fiduciaries), and each of their respective heirs, Representatives, successors and assigns them (such persons, the collectively “ReleasorsReleased Parties”), hereby fully of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesdebts, actions, causes of actionobligations, claims, counterclaims, demands, damages, judgments, debts, dues and suits and/or causes of every kind, nature and description whatsoever, action of any kind whatsoever (whether known or unknown, asserted or unassertedin tort, suspected or unsuspectedcontract, absolute or contingent, unmatured or inchoate, both at law and or in equity, which by statute or regulation, or on any basis), based on facts occurring at any time before, or at the Stockholder time of, Employee’s signing of this Agreement, for any damages or other remedies of any kind, including, without limitation, direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys’ fees, expenses, reimbursements, costs of any kind or reinstatement. This release includes, but is not limited to, any and all rights or claims, demands, and/or causes of action arising out of Employee’s employment or termination from employment with Employer, or relating to purported employment discrimination, retaliation or violations of civil rights, if any, including, but not limited to, claims arising under Title VII of the Releasors ever hadCivil Rights Act of 1964, now has the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 2002, or may hereafter have against any other applicable federal, state, or local statute or ordinance or any other claim, whether statutory or based on common law, arising by reason of Employee’s employment with Employer or the Releaseestermination of such employment or circumstances related thereto, on or by reason of any other matter, cause cause, or thing whatsoever that arose whatsoever, from the first date of employment with Employer to the date and time of execution of this Agreement. Nothing in this Agreement (including Sections 8 Confidentiality of Agreement, 9 Negative Statements By Employee, or 11 Cooperation of this Agreement) is intended to limit in any way Employee’s right or ability to file a charge with or participate in an investigation, hearing or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or any other federal, state or local agency charged with the enforcement of any laws. However, this Agreement does bar Employee’s right to recover any personal or monetary relief arising out of any charge, lawsuit, or arbitration, brought by the Employee or anyone on his or her behalf, based on any claim(s) covered by the release in this Agreement. Employee has a period of forty-five (45) days in which to consider this Agreement and its Exhibits. Employee may choose to sign this Agreement prior to the Closing; providedexpiration of the forty-five (45) day period, howeverbut is not required to do so. Once Employee signs the Agreement, that nothing herein Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement. The Agreement shall not become effective or enforceable until the eighth day after Employee signs the Agreement (the “Effective Date”). To revoke this Agreement, Employee must provide written notice of revocation to Employer at, Attention: Xxxxxxxxxxx Xxxxx, Executive Vice President and Chief Human Resources Officer, 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000 prior to the expiration of the seven (7) day revocation period. No payments under this Agreement shall be deemed to release (a) any right due until the expiration of the Stockholder expressly set forth in seven (7) day revocation period. Employer hereby advises Employee to consult with an attorney concerning this Agreement prior to signing the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.

Release of Claims. (a) Subject to For valuable consideration, the receipt and upon the consummation adequacy of the Merger which are hereby acknowledged, Borrower on behalf of itself and on behalf of its respective successors, assigns, partners, and agents, and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersmembers, directors, stockholdersshareholders, Subsidiaries officers and Affiliatesdirectors of its partners (collectively, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever dischargesdischarge Administrative Agent and each Lender and its successors, to the fullest extent permitted by lawassigns, each of Acquiroragents, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agentsrepresentatives, attorneys, and affiliates, and all persons acting by, through, under, or in concert with any of the Company Stockholders prior to Closing aforesaid persons or entities (such personscollectively, the “ReleaseesReleased Parties”), or any of them, from and against any and all liabilities, actions, causes of action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, debtslosses, dues orders, penalties, costs and suits expenses including, without limitation, attorneys’ fees, of every kind, any kind or nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute fixed or contingent, unmatured liquidated or inchoate, both at law and in equityunliquidated, which the Stockholder or any of the Releasors ever now have, own, hold, or claim to have, own, or FIRST AMENDMENT TO LOAN DOCUMENTS (W Hotel Austin) Page 7 hold, or at any time heretofore have had, now has owned, held or may hereafter claimed to have had, owned, or held against any of the ReleaseesReleased Parties arising from, on based upon, or by reason of related to, whether directly or indirectly (collectively, “Claims”): (i) the Loan; (ii) the Loan Documents; (iii) any matterand all other agreements, cause documents or thing whatsoever that arose prior instruments referenced herein or in the Loan Documents or related hereto or thereto; (iv) any defenses as to the Closing; provided, however, that nothing herein shall be deemed to release enforcement of the Loan Documents; (av) any right act, omission, negligence or breach of duty by Administrative Agent or any Lender regarding the Stockholder expressly set forth in the Merger AgreementLoan, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofexcluding acts, omissions or negligence resulting from Lender’s willful misconduct or gross negligence; or (bvi) any liabilities theory of a Releasee in connection with any future transactions between lender liability regarding the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesLoan.

Release of Claims. (a) Subject As consideration for this discount payoff offer, which Xxxxx is not otherwise obligated to and upon the consummation of the Merger and make available to Borrower(s), the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder consideration is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliateshereby acknowledged by Xxxxxxxx(s), and each as a condition to your (i.e., Xxxxxxxx(s) shown above) acceptance of this discounted payoff offer, Borrower, for himself or herself and his or her heirs, personal representatives, successors, and assigns, hereby jointly and severally, knowingly and voluntarily releases, discharges, and covenants not to sue, any of Ocwen, Investor and their respective heirs, Representativespredecessors, successors and assigns assigns, representatives, trustees, depositors, agents, affiliates, parents, subsidiaries, officers, employees, directors and shareholders, (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damagesliabilities, judgmentsdefenses, debtssetoffs, dues counterclaims, actions, and suits causes of every kind, nature and description whatsoeveraction of whatsoever kind or nature, whether known or unknown, asserted whether legal or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityequitable, which he or she has, or may assert in the Stockholder future, against Ocwen, Investor and the Released Parties directly or indirectly, or in any manner connected with this offer and with any event, circumstance, notice of default, action, or failure to act, of any sort or type, whether known or unknown, whether legal or equitable, which was related or connected in any manner, directly or indirectly, to the Property or to the servicing of this Loan. Borrower(s) hereby further acknowledge and agree that, to the extent that any such claims may exist, the value to the Borrower(s) of the Releasors ever haddiscount payoff offer by Xxxxx contained in this letter, now has substantially and materially exceed any and all value of any kind or may hereafter have against nature whatsoever of any such claims. Xxxxx reserves the right to terminate this offer at any time prior to your timely acceptance of the Releaseesterms set forth above. All terms within this agreement must be strictly complied with, on and any failure to complete or by reason of comply with any matterterm constitutes failure to accept this discounted payoff offer rendering the offer is null and void. If this discounted payoff is not accepted, cause or thing whatsoever that arose is terminated prior to acceptance, or otherwise is not completed as instructed in the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly manner and time frame set forth in this letter, then nothing in this letter shall be construed to prejudice, waive, modify or alter any of Ocwen or Investor's rights or remedies in law or in equity in collecting the Merger Agreemententire amounts due and to come due on the Loan or be construed to waive any defense of Ocwen or Investor. OCWEN LOAN SERVICING, including LLC IS ATTEMPTING TO COLLECT A DEBT AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. Yours truly, Ocwen Loan Servicing, LLC Toll Free Phone: (000)000-0000 Fax: (000)000-0000 Email: XX@Xxxxx.xxx ACKNOWLEDGED AND ACCEPTED: By: _ _ Borrower Print Name _ _ Borrower Signature By: _ _ Co-Borrower Print Name _ Co-Borrower Signature Date: PAYMENT REMITTANCE INFORMATION (Always include Loan number with your payment) BANK WIRE TRANSFER Xxxxx Fargo Bank, NA 000 Xxxxxxxxxx Xx, 7th FL San Francisco, CA 94104 ABA: 000000000 Account Name: Ocwen Loan Servicing, LLC in Trust for Various Investors and Mortgagors Account Number: 4124823352 Reference: Loan Number, Property Address, and Borrower Name. Email: Xxxxxxxxxxxxx@xxxxx.xxx with the right to receive details of the Closing Merger Consideration to which it may be entitled pursuant wire Loan Number: Affidavit of “Arm’s Length Transaction” Property address: Street City State Zip All Parties to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related contract to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.purchase aforementioned property dated: - Hereby affirm:

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together You hereby acknowledge that your relationship with the StockholderCompany is an “at-will employment relationship,” meaning that either you or the Company could terminate the relationship with or without notice and or without cause, at any time. Nevertheless, in consideration for the separation benefits described in Section 2(b) of this letter, you hereby provide the Company with an irrevocable and unconditional release and discharge of claims. Initials: AJS MEW 6 This release and discharge of claims applies to (i) Bxxxx Hxxxxx Incorporated, (ii) to each and all of its parent, subsidiary or affiliated companies, (collectively, “the Company”), (iii) to the Company’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersagents, directors, supervisors, employees, counsel and agentsrepresentatives, and their successors and assigns, whether or not acting in the Company Stockholders prior course and scope of employment, and (iv) to Closing (such personsall persons acting by, through, under, or in concert with any of the “Releasees”)foregoing persons or entities. The claims subject to this release include, from and against without limitation, any and all liabilities, claims related or in any manner incidental to your employment with the Company or the termination of that employment relationship. The parties understand the word “claims” to include all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoevergrievances, whether actual or potential, known or unknown, asserted and specifically but not exclusively all claims arising out of your employment with the Company and the termination of your employment. All such claims (including related attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or unassertedtort; any alleged unlawful act, suspected including, without limitation, age discrimination; any other claim or unsuspected, absolute cause or contingent, unmatured cause of action; and regardless of the forum in which it might be brought. This release applies to any claims brought by any person or inchoate, both at law and in equity, which the Stockholder agency on behalf of you or any class action pursuant to which you may have any right or benefit. You promise never to file a lawsuit asserting any claims that are released by you and further promise not to accept any recoveries or benefits which may be obtained on your behalf by any other person or agency or in any class action and do hereby assign any such recovery or benefit to the Company. If you sxx the Company in violation of this Agreement, you shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Additionally, if you sxx the Company in violation of this Agreement, the Company can require you to return all monies and other benefits paid to you pursuant to this Agreement. Notwithstanding the foregoing, the release contained herein shall not apply to (i) any rights that you may have under the Company’s retirement plans including the 401(k) plan, (ii) any rights you may have under this Agreement, (iii) your right under applicable law (i.e., the COBRA law) to continued medical insurance coverage at your expense, and (iv) your statutory right to file a charge with Equal Employment Opportunity Commission (“EEOC”) or the Texas Commission on Human Rights (“TCHR”), to participate in an EEOC or TCHR investigation or proceeding, or to challenge the validity of the Releasors ever hadrelease, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance consistent with the terms thereof, requirements of 29 U.S.C. § 626 (b) any liabilities of a Releasee in f)(4). In connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby this release, you understand and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.agree that:

Release of Claims. (a) Subject to and upon To induce the consummation of the Merger Agent and the receipt Purchasers to enter into this Agreement, each Credit Party, on behalf of the Closing Merger Consideration to which the Stockholder is entitleditself and its agents, the Stockholderrepresentatives, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholderssubsidiaries, Subsidiaries affiliates, successors and Affiliatesassigns (collectively with each Credit Party, “Releasors” and individually a “Releasor”) hereby releases, acquits and forever discharges each Releasee (as defined below) from any and all liabilities, claims, demands, actions or causes of action of any kind (if any there be), whether absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or unknown (collectively, “Claims”) that any Releasor now has, ever had or hereafter may have against the Agent or any Purchaser in any capacity, or any officer, director, employee, agent, attorney, representative, partner, subsidiary, affiliate and shareholder of the Agent or any Purchaser (collectively with the Agent and the Purchasers, the “Releasees” and individually a “Releasee”) based on acts, transactions, or circumstances occurring on or before the date of this Agreement that relate to: (i) any Transaction Documents; (ii) any transaction, action or omission contemplated thereby or concluded thereunder; or (iii) any aspect of the dealings or relationships between or among any Credit Party, on the one hand, and the Agent and/or any Purchaser, on the other hand, relating to any Transaction Document or any transaction, action or omission contemplated thereby or concluded thereunder. The provisions of this Section 6 shall be binding upon each Credit Party and shall inure to the benefit of the Releases and each of their respective heirs, Representativesexecutors, administrators, successors and assigns (such personsassigns. Each Credit Party hereby covenants that it will not sue, the “Releasors”)sue further, hereby fully and unconditionally (subject to the receipt of the amounts specified or otherwise prosecute in any way any Claim, person, or entity released in this paragraph) releases, acquits and forever discharges, Agreement on account of or otherwise relating to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesClaims released herein.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration and any cash in lieu of fractional shares to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquirorthe Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and all stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration or any cash in lieu of fractional shares to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Agreements or the transactions contemplated thereby and thereby, (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesSubsidiaries (including any right of the Stockholder for any Company Options held by the Stockholder to be treated as provided in Section 2.4 of the Merger Agreement), (d) any right of Releasor as an Indemnitee as defined in, and pursuant to, Section 5.16 of the Merger Agreement and (e) any liabilities of the Releasees to Releasor pursuant to the terms of a Confirmatory Agreement.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing its Merger Consideration Shares, Holder, intending to which be legally bound, effective as of the Stockholder is entitledEffective Time hereby releases and discharges the Company and its affiliates and their respective directors, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directorsemployees, stockholdersagents, Subsidiaries and Affiliates, and each of their respective heirs, Representativesrepresentatives, successors and assigns (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of action, claimssuits, demandsobligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen (collectively, absolute “Claims”), arising out of events existing or contingent, unmatured occurring contemporaneously with or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Effective Time, in each case, in Holder’s capacity as a stockholder or option holder of the Company (or its predecessors) or otherwise relating to Holder’s acquisition, ownership, control or sale of Company Stock; provided, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (bi) any liabilities of a Releasee in connection with based upon, arising out of or relating to, without duplication, this Letter of Transmittal or any future transactions between of the parties that are not related to other Transmittal Documents, the Merger Agreement, or any of the Transaction Documents, (ii) the Company for claims for Fraud made by Parent against the Company or any of its subsidiaries under the Merger Agreement or for which Holder has any responsibility beyond the transactions contemplated thereby and Escrow Shares, (ciii) any employment compensation or benefits matter affecting any Releasor claim Holder may have, in his or her capacity as an employee, director or officer of the Company or any of its subsidiaries, for indemnification by the Company or any of its subsidiaries, whether pursuant to an indemnification agreement, under the Company’s organizational documents as in effect immediately prior to the Closing or pursuant to applicable law, and any related rights as a named insured under any Company insurance policy relating thereto or (iv) any claim Holder may have for vested benefits and unpaid wages that are owed to Holder in his or her capacity as an employee, director, manager, officer or employee consultant of the CompanyCompany or any of its subsidiaries. Holder hereby irrevocably covenants to refrain from, its Affiliates directly or its Subsidiariesindirectly, asserting, commencing or instituting any cause of action, suit or claim of any kind against any Releasee based upon any matter intended or purported to be released hereby. This release may not be altered except in a writing signed by the person or entity against whose interest such change shall operate.

Release of Claims. Effective upon the Closing, except with respect to a claim arising out of this Agreement or any ancillary agreement, document or instrument to be delivered in connection herewith and therewith (other than in respect of claims of each Company Holder described in subclause (B) below), each Company Holder hereby unconditionally and irrevocably waives, fully releases and forever discharges the Company, Buyer, the Surviving Corporation and their past and present directors, officers, employees, agents, predecessors, successors, assigns, equityholders, partners, insurers and Affiliates (the “Released Parties”) from, and covenants not to (a) Subject xxx or (b) participate in any civil action against any of the Released Parties for, any and all Liabilities and Actions of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated and known or unknown (the “Claims”) with respect to (A) facts and upon circumstances existing at or prior to the consummation Effective Time that have been or could be asserted against a Released Party in connection with the transactions contemplated by this Agreement, and (B) the allocation of the Closing Payment and the Contingent Payments pursuant to this Agreement (including with respect to the timing and the amount of such payments), and, in each case ((A) and (B)), such Company Holder shall not seek to recover any amounts in connection therewith or thereunder from such Released Parties. Such released Liabilities shall include any right to recover against the Released Parties for any indemnification claims made against or paid by a Company Holder pursuant to ARTICLE 8. Each Company Holder understands that this is a full and final release of all claims, demands, causes of action and Liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties, except as expressly set forth in this Section 6.8. For the avoidance of doubt, the foregoing release shall not apply and none of the following shall be released by each Company Holder: (i) if the Company Holder is an employee of any of the Released Parties, Claims for any benefit, wages or salary earned by the Company Holder arising out of or related to the Company Holder’s employment by any of the Released Parties to the extent earned and unpaid, (ii) Claims and rights of the Company Holder for indemnification and reimbursement by any of the Released Parties under the Constitutive Documents or under any Contract entered into by any of the Released Parties and the Company Holder (to the extent such Contract is set forth on Section 4.13.1(q) of the Disclosure Schedule), (iii) Claims of the Company Holder as a service provider or licensor of any of the Released Parties and (iv) Claims of the Company Holder to its right to receive the Closing Payment or Contingent Payments, as appropriate, in accordance with the terms of this Agreement, provided that, in each case, the Company Holder shall be subject to the no-circular recovery provisions set forth in Section 8.10. To the extent permitted by Applicable Law, each Company Holder expressly waives the benefit of any Applicable Law, which, if applied to the release set forth in this Section 6.8, would otherwise exclude from its binding effect any Claim not known by such Company Holder at the Effective Time to exist. Each Company Holder represents that it is not aware of any Claim by it other than the Claims that are waived, released and forever discharged by this Section 6.8. For the avoidance of doubt, the release set forth in this Section 6.8 is an integral part of the Merger and the receipt transactions contemplated by this Agreement and without such release, none of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective pastBuyer nor Merger Sub would have entered into this Agreement. Further, present nothing contained in this Section 6.8 shall be construed to prohibit a Company Holder from filing a charge with or future officersparticipating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed each Company Holder hereby agrees to release (a) any right of the Stockholder expressly set forth in the Merger Agreementwaive its, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorright to recover monetary damages or other individual relief in any such charge, managerinvestigation or proceeding or any related complaint or lawsuit filed by the Company Holder or by anyone else on its, officer his or employee of her behalf. Notwithstanding anything to the Companycontrary in this Section 6.8, its Affiliates or its Subsidiaries[ * ].

Release of Claims. (a) Subject to and upon In consideration of the consummation receipt of his, her or its applicable portion of the Merger and the receipt Consideration (which may be increased to decreased pursuant to Section 2.7 of the Merger Agreement), Pre-Closing Merger Consideration Holder, intending to which be legally bound, effective as of the Stockholder is entitledEffective Time, the Stockholderfor himself, andherself or itself and on behalf of all of his, if the Stockholder is a legal entityher or its heirs, together with the Stockholder’s officerspast, present or future directors, stockholdersmanagers, Subsidiaries and Affiliatesemployees, partners, equityholders, agents, attorneys, advisors, representatives, successors, assigns, including, without limitation, any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code or similar Law, and each of their respective heirsAffiliates (collectively, Representatives, successors and assigns (such persons, the “Releasors”), ) hereby fully releases and unconditionally (subject to discharges the receipt of the amounts specified in this paragraph) releases, acquits Company and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and its affiliates and their respective past, present or and future directors, officers, directors, employees, counsel and agents, representatives and the Company Stockholders prior to Closing their respective successors and assigns (such personscollectively, the “Releasees”)) fully, finally and forever, from all and against any and all liabilitiesmanner of claims, actions, rights, causes of actionactions, claimssuits, demandsobligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, debtsexecutions, dues accounts, expenses, costs, attorneys’ fees and suits of every kinddemands whatsoever, nature and description whatsoeverwhether in law, contract or equity, whether known or unknown, asserted matured or unassertedunmatured, suspected foreseen or unsuspectedunforeseen, absolute arising out of events existing or contingentoccurring contemporaneously with or prior to the Effective Time, unmatured in each case, in Pre-Closing Holder’s capacity as a stockholder of the Company (or inchoateits predecessors) (including whether or not the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate) or otherwise relating to Pre-Closing Holder’s acquisition, both at law and in equityownership, which control or sale of Company Common Stock (including any rights to indemnities from the Stockholder Company or any of the Releasors ever had, now has or may hereafter have against its Affiliates pursuant to any of the Releasees, on or Contract entered into by reason of any matter, cause or thing whatsoever that arose prior to the Closing; such Pre-Closing Holder in connection with such issuance); provided, however, that nothing contained herein shall be deemed operate to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with based upon, arising out of or relating to, without duplication, (i) this Letter of Transmittal and each of the Exhibits hereto, including the Registration Rights Agreement and Stockholder Support Agreement, and any future transactions between the parties that are not related to other document required by this Letter of Transmittal, the Merger Agreement or any of the transactions contemplated thereby and Transaction Agreements, (cii) the obligations of any insurer under any insurance policy (including any insurance policy obtained pursuant to Section 5.24 of the Merger Agreement), (iii) any employment compensation rights to indemnification to the extent provided for (A) in the Organizational Documents of the Company or benefits matter affecting any Releasor in his of its Subsidiaries as of the date hereof or her capacity (B) pursuant to Indemnification Agreement by and between the Pre-Closing Holder and the Company entered into prior to the date hereof, or (iv) any claims, actions, or causes of action that, as a directormatter of applicable Law, manager, officer are not waivable. This release may not be altered except in a writing signed by the person or employee of the Company, its Affiliates or its Subsidiariesentity against whose interest such change shall operate.

Release of Claims. (a) Subject to and upon 4.1. Effective on the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledDismissal Effective Date, the StockholderDefendants, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, their Affiliates and each of their respective heirspredecessors, Representativessuccessors, successors and assigns (such personsassigns, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employeesmanagers, counsel employees and agents, and the Company Stockholders prior to Closing trustees (such personscollectively, the “Defendants’ Releasees”)) fully, from finally and against forever release, relinquish, acquit and discharge Cumberland, its Affiliates and each of their respective predecessors, successors, assigns, officers, directors, managers, employees and trustees (collectively, the “Plaintiff’s Releasees”) of and from, and covenant not to xxx, not to assign to any other entity or person a right to xxx and not to authorize any other entity or person to xxx any Plaintiff’s Releasee for any and all liabilitiesclaims, counterclaims, actions, causes of action, claimssuits, demands, damagesdefenses, judgments, debts, dues offsets, accounts, torts, damages, demands and suits liabilities whatsoever, including costs, expenses, and attorneys’ fees (collectively, “Losses”) of every kind, nature name and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoatenature, both at law and in equity, which the Stockholder for acts, transactions, facts, matters or any omissions whether known or unknown, foreseen or unforeseen, accrued as of the Releasors ever hadDismissal Date, now has relating to (i) any and all claims, liabilities, defenses or may hereafter have against counterclaims in the Actions with respect to any cause of the Releasees, on action asserted therein arising out of or by reason of any matter, cause or thing whatsoever that arose prior relating to the Closing; providedXxxxxxx XXXX or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product; (ii) any and all claims, howeverliabilities, defenses or counterclaims relating to the issues in the Actions and arising out of or relating to the Xxxxxxx XXXX or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product that could have been asserted in the Actions; (iii) any claim or liability that has arisen between Cumberland and Defendants relating to the issues in the Actions and arising out of or relating to the Xxxxxxx XXXX or the Paddock ANDA or their filing or the Perrigo Generic Product or Paddock Generic Product, including but not limited to any antitrust or unfair competition claims relating to the ‘356 Patent or the Actions; and (iv) any damages or other remedies flowing from (i)–(iii) above. Notwithstanding this release, nothing herein shall be deemed to release (a) preclude Defendants’ Releasees from asserting Losses arising from any right of activities occurring after the Stockholder expressly set forth in the Merger AgreementDismissal Effective Date, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities breach of a Releasee in connection with any future transactions between the parties that are not related to the Merger this Agreement or the transactions contemplated thereby License and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a directorSupply Agreement, manager, officer or employee of the Company, its Affiliates or its Subsidiariesand all such claims are reserved.

Release of Claims. (a) Subject to A. Landlord does hereby fully, irrevocably and upon the consummation of the Merger unconditionally release and the receipt of the Closing Merger Consideration to which the Stockholder is entitleddischarge Tenant, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s Original Tenant and their respective officers, directors, stockholdersshareholders, Subsidiaries and Affiliatesprincipals, and each of their respective heirspredecessors, Representativesemployees, agents, successors and assigns (such personscollectively, the “ReleasorsTenant Released Parties”), hereby fully ) of and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actions, cross-actions, demands, causes of action, claims, demands, damages, judgmentscosts, expenses, losses and liabilities, lawsuits, debts, dues accounts, covenants, agreements, obligations and suits remedies, of any and every kindkind or nature, nature that arise under or in connection with, or which relate to the Lease, the Premises and/or the Development Agreement, any transactions associated therewith, or any act, omission, event or occurrence related thereto other than Tenant Excluded Matters (the matters so released and description whatsoeverdischarged are referred to collectively as the “Landlord Released Matters”), whether including without limitation, all Landlord Released Matters that are known or unknown, direct and/or indirect, existing at law or in equity, of whatsoever kind of character, whether heretofore or hereafter accruing, asserted or unasserted, suspected for or unsuspectedbecause of any matter or thing done, absolute omitted, or contingentsuffered to be done by any of the Tenant Released Parties prior to, unmatured including or inchoateafter the date of the actual execution of this Agreement, both at law and INCLUDING ANY CLAIMS BASED IN WHOLE OR IN PART OF THE NEGLIGENCE OR STRICT LIABILITY OF SUCH TENANT RELEASED PARTIES. Nothing in equity, which the Stockholder this release is intended or shall be construed to release Tenant or any of the Releasors ever had, now has or may hereafter have against Tenant Released Parties from any Tenant Excluded Matter. For the purposes of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.term “

Release of Claims. (a) Subject This Amendment is intended to be a further accommodation by Bank to Borrower. In consideration of all such accommodations, and upon acknowledging that Bank will be specifically relying on the consummation of the Merger following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of the Closing Merger Consideration to which the Stockholder is entitledhereby acknowledged, the Stockholdereach Borrower, andon behalf of itself and its shareholders and subsidiaries, if the Stockholder is a legal entityhereby releases, together with the Stockholder’s officersremises and forever discharges Bank and its agents, servants, employees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsaccountants, Representativesconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims, actionsdamages, causes of action, claimslosses, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (whether arising in contract or in tort, dues and suits of every kind, nature and description whatsoeverwhether at law or in equity), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingent, unmatured liquidated or inchoateunliquidated, both at law and in equityany way arising from, which in connection with, or in any way concerning or relating to the Stockholder Loan Agreement, the other related documents, or any dealings with any of the Releasors ever had, now has Released Parties in connection with the transactions contemplated by such documents or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose this Amendment prior to the Closing; execution of this Amendment. This release shall be and remain in full force and effect notwithstanding the discovery by any Borrower after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to Borrower’s execution of this release; provided, however, that nothing herein this release shall be deemed not extend to release (a) any right claims arising after the execution of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee this Amendment in connection with the Loan Agreement. Each Borrower acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 13, notwithstanding the existence or discovery of any future transactions between the parties that are not related to the Merger Agreement such new or the transactions contemplated thereby and (c) any employment compensation additional claims or benefits matter affecting any Releasor in his facts, incorrect facts, misunderstanding of law, misrepresentation or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesconcealment.

Release of Claims. On behalf of myself, and my heirs, family members, executors and assigns, I hereby fully and forever release, waive, discharge and covenant not to xxx Xxxxxxxx Storage, Inc. (athe “Company”) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, its Affiliates and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates its and their respective past, present or and future officers, agents, directors, employees, counsel and agentspartners, joint venturers, investors, equity holders, administrators, affiliates, divisions, subsidiaries, parents, predecessors, successor corporations, and the Company Stockholders prior to Closing assigns (such persons, the “Releasees”), from from, and against agree not to xxx concerning, or in any and all liabilitiesmanner to institute, actionsprosecute or pursue, causes or cause to be instituted, prosecuted, or pursued, any claim, duty, obligation or cause of action, claims, demands, damages, judgments, debts, dues and suits action relating to any matters of every any kind, nature and description whatsoever, whether presently known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or that I may hereafter have possess against any of the ReleaseesReleasees arising from any omissions, on acts or by reason of any matterfacts that have occurred up until and including the date that I sign this Release (collectively, cause or thing whatsoever that arose prior to the Closing; provided“Claims”), howeverincluding without limitation, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right and all Claims relating to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance or arising from my employment relationship with the terms thereof, Company or any of its affiliates and the termination of that relationship; (b) any liabilities and all Claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract (including but not limited to any claims arising out of the Offer Letter (as defined in the Agreement) or any other agreement with the Company, both express and implied; breach of a Releasee in connection covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with any future transactions between the parties that are not related to the Merger Agreement contract or the transactions contemplated thereby prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (c) any and all Claims for violation of any federal, state or municipal statute, regulation, ordinance, constitution or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Fair Credit Reporting Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; The Worker Adjustment and Retraining Notification Act; the Xxxxxxxx-Xxxxx Act, the California Fair Employment and Housing Act; the California Labor Code; the California Business and Professions Code; and any amendment to any such statute or regulation; (d) except as expressly provided in the Agreement, any and all Claims for any severance pay, bonus, wages, commissions, sick leave, holiday pay, vacation pay, paid time off, life insurance, health and/or medical insurance or any other fringe benefit, or any other form of compensation allegedly earned during my employment compensation or benefits matter affecting with the Company; and (e) any Releasor in his or her capacity and all Claims for penalties, attorneys' fees and/or costs. Notwithstanding the foregoing, the Claims released under this Agreement by me does not include any Claim that cannot be released as a directormatter of applicable law, managerany Claims arising under this Release or the Agreement or arising after the date of this Agreement, officer or employee of any Claims or rights I may have to indemnification under applicable law or the Company, its Affiliates ’s bylaws or its Subsidiariesarticles of incorporation.

Release of Claims. In consideration of, and as a condition to, the Executive’s right to receive the Severance, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns, forever releases (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, (b) each of their subsidiaries the affiliates of the Company, (c) each of the current and affiliates former officers and their respective past, present or future officers, directors, directors (and individuals in other equivalent positions) of the Company and/or any affiliate of the Company and (d) each of the employees, counsel attorneys, agents and agents, and insurers of the Company Stockholders prior to Closing and/or any affiliate of the Company (such personscollectively, the “Releasees”)) from all claims relating to (i) the Executive’s employment with the Company and/or the termination of such employment, from and against (ii) the Employment Agreement and/or the termination of the Employment Agreement and/or (iii) the Executive’s status as, or relationship or dealings with any and all liabilitiesReleasee in the Executive’s capacity as, actionsa stockholder, causes officer or director (or in other equivalent positions) of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder Company or any of its affiliates arising in whole or in part from events occurring prior to the Releasors ever had, Employment Termination Date that the Executive now has or may have or that the Executive may hereafter have of any nature whatsoever, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims under the internal policies and procedures of the Company or any of its affiliates, the Age Discrimination in Employment Act, as amended, and the Family Medical Leave Act, as amended (each such claim, a “Released Claim”). The Executive hereby waives all rights to assert a claim for relief available under the Age Discrimination in Employment Act, as amended, and other applicable laws, including but not limited to relief in the form of attorney fees, damages, reinstatement, back pay, or injunctive relief. The Executive further covenants not to bring suit or otherwise institute legal proceedings against any of the ReleaseesReleasees for any Released Claim. Notwithstanding the foregoing, on the terms of such release shall not extend to: (A) the Executive’s post-termination rights under Section 7, Section 10(a) or by reason Section 10(b) of any matterthe Employment Agreement, cause (B) the Executive’s post-termination rights under the Benefit Plans and/or Equity Incentive Plans (or thing whatsoever that arose related award agreements) referenced in Section 10(b) of the Employment Agreement, (C) the Executive’s post-termination rights to participate in the Company’s medical and dental plans pursuant to COBRA, or (D) the Executive’s rights to receive indemnification and advancement of expenses for actions or omissions occurring prior to the Closing; provided, however, Employment Termination Date including under the Indemnification Agreement. The Executive understands that nothing herein shall in this Release limits the Executive’s ability to (1) file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agency”) or (2) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be deemed conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, the Executive does forever release (a) the Executive’s right to recover or receive from any right Releasee any personal relief, monetary damages, attorneys’ fees, back pay, reinstatement or injunctive relief, with the exception of any whistleblower awards or incentives that may be available for information provided to the Department of Justice, the Securities and Exchange Commission, Congress, or any federal Inspector General pursuant to Section 21F of the Stockholder expressly set forth in Exchange Act and the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement rules and regulations thereunder or the transactions contemplated thereby and (c) any employment compensation other applicable whistleblower laws or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesregulations.

Release of Claims. (a) Subject Notwithstanding the failure of any condition precedent set forth in Section 3 above to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbe satisfied, the Stockholder, and, if Borrower hereby forever releases and forever discharges the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such personsAdministrative Agent, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubLenders, the CompanyLead Arrangers, each of their subsidiaries and affiliates the Syndication Agents and their respective pastAffiliates and their and their Affiliates’ respective subsidiaries, present or future parents, shareholders, partners, officers, directors, employees, counsel and agents, attorneys, heirs, successors and the Company Stockholders prior to Closing assigns, both present and former (such personscollectively, the “ReleaseesReleased Parties”), ) from and against any and all liabilitiesclaims, actions, causes of action, claimsdefenses, demandssuits, controversies, damages, judgments, debts, dues judgments and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted or unasserted, suspected in contract, tort, law, equity or unsuspectedotherwise (collectively, absolute or contingent, unmatured or inchoate, both at law and in equity, “Claims”) which the Stockholder or any of the Releasors ever had, now Borrower has or may hereafter have against any of the Releasees, on or Released Parties by reason of any matteraction, cause failure to act, matter or thing whatsoever that arose arising from or based on facts occurring prior to the Closing; provideddate hereof that in any way may arise out of, howeverbe connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that nothing herein shall be deemed to release relates to, in whole or in part, directly or indirectly, (a) any right the making or administration of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofLoans, (b) any liabilities of a Releasee in connection with such Claims based on fraud, mistake, duress, usury or misrepresentation, or any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and other Claim based on so-called “lender liability” theories, (c) any employment compensation actions or benefits matter affecting omissions of any Releasor in his or her capacity as a director, manager, officer or employee of the CompanyAdministrative Agent, its Affiliates any Lender or its Subsidiariesany other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation. Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration and any cash in lieu of fractional shares to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquirorthe Parent, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and all stockholders of the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration or any cash in lieu of fractional shares to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Agreements or the transactions contemplated thereby and thereby, (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.Subsidiaries (including any right of the Stockholder for any Company Options held by the Stockholder to be treated as provided in Section 2.4 of the Merger Agreement), (d) any right of Releasor as an Indemnitee as defined in, and pursuant to, Section 5.16 of the Merger Agreement, (e) any liabilities of the Releasees to Releasor pursuant to the terms of a Confirmatory Agreement and (f) any liabilities of Releasees to Releasor pursuant to the terms of that certain Intellectual Property License Agreement between the Company and Workhorse Group Inc. (“Workhorse”), dated as of November 7, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time), that certain Mutual Non-Disclosure Agreement between the Company and Workhorse, dated as of January 16, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time), and that certain Invention, Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement between Xxxxxxx X. Xxxxx and Workhorse, dated as of February 4, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time), in the case of this clause (f), solely to the extent that the Releasor does not have Actual

Release of Claims. As used in this Release of Claims (athis “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May 5, 2022, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) Subject to and upon the consummation Xxxxxx Xxx Xxxxx (my “Agreement”). For and in consideration of the Merger severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the receipt Company and each of the Closing Merger Consideration to which the Stockholder is entitledits direct and indirect parent and subsidiary entities, the Stockholderand all of their respective predecessors, andsuccessors, if the Stockholder is a legal entityand past, together with the Stockholder’s officerscurrent, and future parent entities, affiliates, subsidiary entities, investors, directors, stockholdersshareholders, Subsidiaries and Affiliatesmembers, officers, general or limited partners, employees, attorneys, agents, and each representatives, and the employee benefit plans in which I am or have been a participant by virtue of their respective heirs, Representatives, successors and assigns my employment with or service to the Company (such personscollectively, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, claimssuit, demandsarbitration, damagesor other proceeding covered by the terms hereof that is or may be initiated, judgmentsprosecuted, debtsor maintained by me or my descendants, dues dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and suits of every kind, nature and description whatsoever, whether release all rights known or unknownunknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, asserted I have no knowledge of any facts or unasserted, suspected circumstances that give rise or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or could give rise to any claims under any of the Releasors ever had, now has or may hereafter laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the I understand this Agreement does not limit my right to receive the Closing Merger Consideration an award for information provided to which it any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the Merger Agreement avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms thereofof the Agreement, (bii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any liabilities rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of a Releasee the waiver of my claims under the ADEA (but no other portion of such waiver); (ii) initiating or participating in connection with an investigation or proceeding conducted by the EEOC; or (iii) reporting possible violations of federal, states, or local law or regulation to any future transactions between the parties that are governmental agency (including but not related limited to the Merger Agreement Department of Justice and the SEC), or the transactions contemplated thereby and (c) any employment compensation making other disclosures to, communicating directly with, responding to an inquiry from, or benefits matter affecting any Releasor in his providing testimony before such governmental agency, regarding possible violations of federal, state, or her capacity as a directorlocal law or regulation, manager, officer or employee of without prior notice to the Company. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its Affiliates execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or its Subsidiariesbefore the date that is sixty (60) days following the date of my termination of employment.

Release of Claims. (a) Subject to and upon the consummation 1. In consideration of the Merger execution by CFS Bancorp, Inc. (the “Company”) and Citizens Financial Bank (the “Bank”) of that certain Employment Agreement (the “Agreement”) dated February __, 2011 by and among the Company, the Bank and the receipt of the Closing Merger Consideration to which the Stockholder is entitledundersigned, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns Jxxxx X. Xxxxxxxxx (such persons, the “ReleasorsExecutive”), and for other good and valuable consideration, the Executive hereby fully irrevocably, unconditionally, and unconditionally (subject to the receipt of the amounts specified in this paragraph) forever releases, acquits waives, discharges and forever discharges, covenants not to sxx or make any claim against the fullest extent permitted by law, each of Acquiror, Merger SubCompany, the CompanyBank, each of their subsidiaries and affiliates affiliates, the Company’s and the Bank’s respective predecessors and successors, their respective pastformer, present or and/or future officersshareholders, members, owners, directors, officers, employees, counsel managers, fiduciaries, administrators, insurers, attorneys, representatives and agents, and the Company Stockholders prior to Closing all persons acting by, through, under or in concert with any of them (such personscollectively, the “ReleaseesReleased Parties”), ) for or from and against any and all liabilities, actions, causes of actioncomplaints, claims, demands, liabilities, obligations, actions, rights of actions and proceedings of any nature whatsoever (including, but not limited to, claims for damages, judgmentsattorneys fees, debts, dues interest and suits of every kind, nature and description whatsoevercosts), whether administrative or judicial, known or unknown, asserted or unasserted, suspected or unsuspected, absolute matured or contingentunmatured, unmatured or inchoateotherwise, both at law that exist as of (or existed prior to) the date that the Executive signs this Release. Without limiting the generality of the foregoing, the Executive understands and agrees that this Release includes and constitutes a complete waiver and release by the Executive in equityall capacities (including, which but not limited to, as a shareholder, officer, employee, individual or otherwise), and by his heirs, executors, administrators, representatives, and assigns, of any and all possible claims against each of the Stockholder Released Parties based upon, arising out of or in any manner related to any salary, commission, bonuses (discretionary or otherwise) and other compensation from the Company, the Bank or any of the Releasors ever hadtheir subsidiaries or affiliates; any plan, now has policy, program or may hereafter have against promise of compensation from any of the ReleaseesReleased Parties; any award of stock options, restricted stock or other equity-based or incentive compensation from the Company or the Bank; the Executive’s employment with or termination of employment by the Company and/or the Bank; wrongful termination or discharge; breach of contract; breach of good faith or fair dealing; infliction of emotional distress; and discrimination based on age, race, sex, religion, national origin, disability, veterans status, sexual orientation, gender identity, or by reason any other claim of any matteremployment discrimination, cause or thing whatsoever that arose prior to including, but not limited to, claims arising under the Closing; providedfollowing laws and amendments thereto, howeverif any: the Civil Rights Act of 1866 (42 U.S.C. § 1981), that nothing herein shall be deemed to release (a) any right Title VII of the Stockholder expressly set forth Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Merger AgreementFederal Rehabilitation Act of 1973, including the right to receive Family and Medical Leave Act, the Closing Merger Consideration to which it may be entitled pursuant to Fair Labor Standards Act, the Merger Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974; any other federal or state employment law; any federal or state wage and hour laws, and all other similar federal, state or local laws, statutes, rules or regulations; and, in addition, all other tort or contract claims and other theories of recovery. Notwithstanding the foregoing, this Release does not affect, release or waive any of the Executive’s claims for severance payments under the Agreement or claims for benefits or payments under any employee benefit plan of the Company or the Bank in accordance with the terms thereof, (b) provisions of any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariessuch plan.

Release of Claims. (a) Subject Notwithstanding the failure of any condition precedent set forth in Section 3 above to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbe satisfied, the Stockholder, and, if Borrower hereby forever releases and forever discharges the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such personsAdministrative Agent, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubIssuing Bank, the CompanyLenders, each of their subsidiaries and affiliates the Lead Arrangers, the Syndication Agent, the Documentation Agents and their respective pastAffiliates and their and their Affiliates’ respective subsidiaries, present or future parents, shareholders, partners, officers, directors, employees, counsel and agents, attorneys, heirs, successors and the Company Stockholders prior to Closing assigns, both present and former (such personscollectively, the “ReleaseesReleased Parties”), ) from and against any and all liabilitiesclaims, actions, causes of action, claimsdefenses, demandssuits, controversies, damages, judgments, debts, dues judgments and suits of every kind, nature and description demands whatsoever, whether known or unknown, asserted or unasserted, suspected in contract, tort, law, equity or unsuspectedotherwise (collectively, absolute or contingent, unmatured or inchoate, both at law and in equity, “Claims”) which the Stockholder or any of the Releasors ever had, now Borrower has or may hereafter have against any of the Releasees, on or Released Parties by reason of any matteraction, cause failure to act, matter or thing whatsoever that arose arising from or based on facts occurring prior to the Closing; provideddate hereof that in any way may arise out of, howeverbe connected to or in any other way be related to any of the Loan Documents, including but not limited to any Claim that nothing herein shall be deemed to release relates to, in whole or in part, directly or indirectly, (a) any right the making or administration of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofLoans or Letters of Credit, (b) any liabilities of a Releasee in connection with such Claims based on fraud, mistake, duress, usury or misrepresentation, or any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and other Claim based on so-called “lender liability” theories, (c) any employment compensation actions or benefits matter affecting omissions of any Releasor in his or her capacity as a director, manager, officer or employee of the CompanyAdministrative Agent, its Affiliates the Issuing Bank, any Lender or its Subsidiariesany other Released Party in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or available under Applicable Law or otherwise, (d) lost profits, (e) loss of business opportunity, (f) increased financing costs, (g) increased legal or other administrative fees or (h) damages to business reputation. Furthermore, the Borrower hereby covenants and agrees not to bring, commence, prosecute, maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either at law or in equity, in any court or before any other administrative or judicial authority, regarding any cause of action or other Claim the Borrower may have against any of the Administrative Agent, the Issuing Bank, any Lender or any other Released Party arising out of, in connection with or in any way relating to any of the Loan Documents or otherwise.

Release of Claims. (a) Subject to and upon the consummation In further consideration of the Merger execution by the Administrative Agent and the receipt Lenders party hereto of the Closing Merger Consideration to which the Stockholder is entitledthis Amendment, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries each Loan Party and Affiliates, and each of their respective heirs, Representatives, its successors and assigns (such personscollectively, the “Releasors”), hereby fully confirms that (a) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Administrative Agent or any of the Lenders, the effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Secured Obligations, the Liens securing such Secured Obligations, or any of the terms or conditions of any Loan Document and (b) it does not possess and hereby completely, voluntarily, knowingly, and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to discharges the fullest extent permitted by lawAdministrative Agent, each of Acquiror, Merger Sub, the CompanyLenders, each of their subsidiaries advisors, professionals and affiliates employees, each affiliate of the foregoing and all of their respective past, present or future officers, directors, employees, counsel successors and agents, and the Company Stockholders prior to Closing assigns (such personscollectively, the “Releasees”), from and against any and all liabilitiesclaims, actions, causes of actionsuits, claimsand other liabilities, demandsincluding, damageswithout limitation, judgmentsany so-called “lender liability” claims or defenses (collectively, debts, dues and suits of every kind, nature and description whatsoever“Claims”), whether known arising in law or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or hereinafter can, shall or may hereafter have against any of the ReleaseesReleasees for, on upon or by reason of any matter, cause or thing whatsoever that arose from time to time occurred on or prior to the Closing; provideddate hereof, howeverin any way concerning, that nothing herein shall be deemed to release relating to, or arising from (ai) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofReleasors, (bii) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to Secured Obligations, (iii) the Merger Collateral, (iv) the Credit Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Companyother Loan Documents, its Affiliates (v) the financial condition, business operations, business plans, prospects or its Subsidiariescreditworthiness of any Loan Party and/or (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto. The Releasors hereby acknowledge that they have been advised by legal counsel of the meaning and consequences of this release.

Release of Claims. As used in this agreement (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “ReleasorsRelease of Claims”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesterm “claims” will include all claims, acquits and forever dischargescovenants, to the fullest extent permitted by lawwarranties, each of Acquirorpromises, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilitiesundertakings, actions, suits, causes of action, claimsobligations, demandsdebts, damagesaccounts, attorneys’ fees, judgments, debtslosses and liabilities, dues of whatsoever kind or nature, in law, equity or otherwise. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Separation and suits Release Agreement, delivered to me September 21, 2016, and to which this Release of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law Claims is attached as an Exhibit (the “Separation Agreement”). For and in equity, which the Stockholder or any consideration of the Releasors ever payments and benefits described in the Separation Agreement, and other good and valuable consideration (collectively, the “Consideration”), I, for and on behalf of myself and my heirs, administrators, executors and assigns, effective the date hereof, do fully and forever release, remise and discharge the Company, and any other member of the Company Group, together with their respective current and former officers, directors, partners, members, shareholders, fiduciaries, counsel, employees and agents (collectively, and with the Company, the “Company Parties”) from any and all claims whatsoever up to the date hereof which I had, may have had, or now has or may hereafter have against any of the ReleaseesCompany Parties, on for or by reason of any matter, cause or thing whatsoever that arose prior whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise, whether for (by way of example only) tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law, rule or regulation, or the common law, dealing with employment, including, but not limited to, discrimination in employment based on age, race, sex, national origin, handicap, religion, disability or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. I intend the release contained herein to be a general release of any and all claims to the Closing; providedfullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release of Claims, howeverI have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release of Claims, that I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the foregoing, nothing herein in this Release of Claims shall be deemed a waiver of: (i) my rights with respect to release the Consideration, (aii) my rights to benefits due to terminated employees under any right employee benefit plan of the Stockholder expressly set forth Company or any other member of the Company Group in the Merger Agreementwhich you participated (excluding any severance or similar plan or policy), including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofthereof (including you rights to elect COBRA coverage), and (biii) any liabilities claims that cannot be waived by law including, without limitation any claims filed with the Equal Employment Opportunity Commission, the U.S. Department of a Releasee in connection with any future transactions between Labor, or claims under the parties ADEA that are not related to arise after the Merger Agreement or the transactions contemplated thereby date of this Release of Claims. I acknowledge and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee agree that by virtue of the Companyforegoing, its Affiliates I have waived any relief available to me (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Release of Claims. Therefore I agree that I will not accept any award or its Subsidiariessettlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Release of Claims. I represent and warrant that I have not previously filed any complaint, charge or lawsuit against any of the Company Parties regarding any of the claims released herein.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforegoing, the Stockholderadequacy of which is hereby expressly acknowledged, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Executive hereby unconditionally and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits irrevocably releases and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such personsapplicable law permits, the “Releasees”),” as defined in subparagraph 8(b) below, from and against any and all liabilitiesevery action, actions, causes cause of action, claimscomplaint, demandsclaim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), judgmentsliability, debtscost and/or expense (including attorney’s fees) that he has, dues and suits of every kindmay have or may be entitled to from or against the Releasees, nature and description whatsoeverwhether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, asserted foreseen or unassertedunforeseen, suspected matured or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equityunmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with the Stockholder Company, its predecessors, successors and assigns and past, present and future Affiliates (as defined in Paragraph 9 below), subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or any willful misconduct of the Releasors ever hadReleasees (together, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; “Released Claims”); provided, however, that nothing herein shall be deemed this release does not apply to release any claims solely and specifically (ai) any right of arising after the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger date this Agreement in accordance with the terms thereofis executed, (bii) any liabilities of a Releasee for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as an action instituted by a director, manager, officer or employee of third party against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its SubsidiariesAffiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the Retirement Date), (iii) arising from any breach or failure to perform this Agreement, (iv) that cannot be waived by law, or (v) involving any vested rights Executive may have under a company sponsored employee benefit plan. For the sake of clarity, this Paragraph 8 shall not operate to deny Executive of any rights to coverage under the Company’s directors’ and officers’ liability and insurance policy, as in effect from time to time, to which he would otherwise be entitled.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the receipt of the Closing Merger Consideration Amount to which the Stockholder Fxxxxxxx Party is entitled, the Stockholdereach Fxxxxxxx Party, and, if the Stockholder such Fxxxxxxx Party is a legal entity, together with the Stockholdersuch Fxxxxxxx Party’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Subthe Parent Parties, the Company, each of their subsidiaries respective Subsidiaries and affiliates Affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders agents prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues judgments and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured mature or inchoate, both at law and in equity, which the Stockholder Fxxxxxxx Party or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose from such Fxxxxxxx Party’s ownership of Shares in the Company prior to the Closing; Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right Fxxxxxxx Party to receive the Closing Gulf Merger Consideration to which it may be entitled Consideration, (b) any claim pursuant to the Merger Agreement or any other agreement, instrument, certificate or document delivered pursuant to the Merger Agreement or in accordance connection with the terms thereoftransactions contemplated thereby, (bc) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Agreements or the transactions contemplated thereby and thereby, (cd) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of Parent, the Company, its their respective Affiliates or its Subsidiaries, (e) any indemnification, expense advancement or exculpation right of Releasor under (i) any insurance policy, (ii) the organizational documents of Parent or the Company or their respective Affiliates and Subsidiaries or (iii) Section 6.14 of the Merger Agreement, or (f) any claim which may not be waived as a matter of law, including, but not limited to, the Releasor’s right to file a charge with or participate in a charge by any local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment.

Release of Claims. (a) Subject to Company and upon the consummation Buyer, on behalf of the Merger itself and its predecessors, successors, assigns, their past, present and future officers, agents directors employees, investors, stockholders Affiliates, administrators, beneficiaries, and representatives and the receipt of the Closing Merger Consideration to which the Stockholder is entitledbeneficiaries, the Stockholderheirs, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesexecutors, and each representatives of their respective heirs, Representatives, successors and assigns any of them (such persons, the “ReleasorsBuyer Releasing Parties”), hereby fully and unconditionally (subject to the receipt effective as of the amounts specified in this paragraph) Closing, fully, finally and irrevocably releases, acquits and forever dischargesdischarges Parent, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, Seller each of their subsidiaries respective Affiliates, officers directors, employees, attorneys, investment bankers, agents, predecessors, successors and affiliates assigns of Buyer, Company and their respective Company Subsidiaries, and the beneficiaries, heirs, executors, representatives of any of them (collectively, the “Buyer Released Parties”) from any and all Actions, Liabilities, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written Contract or otherwise, known or unknown, past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unassertedfuture, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which contingent or otherwise (collectively, a “Buyer Potential Claim”), that the Stockholder Buyer Releasing Parties, or any of the Releasors ever them, had, now has or may hereafter have in the future against any of the Releasees, on or by reason of Buyer Released Parties for any matter, cause or thing whatsoever that arose relating to Company and/or any Company Subsidiary, or any of their employees, officers and directors occurring at any time at or prior to the Closing; providedEffective Time (subject to the exceptions described below, howeverthe “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing herein shall in this Agreement will affect or be deemed to construed as a waiver or release by the Buyer Releasing Parties of, any Buyer Potential Claim by the Buyer Releasing Parties arising from or relating to: (ai) any right of the Stockholder expressly set forth in the Merger rights or benefits available to any Buyer Releasing Party under this Agreement, including the right to receive Escrow Agreement or any Related Agreement entered into by the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee Buyer Releasing Parties in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby Transactions, and (cii) any employment compensation or benefits matter affecting any Releasor in his or her capacity claims that cannot be released as a director, manager, officer or employee matter of the Company, its Affiliates or its SubsidiariesLaw and (iii) Gxxxx Xxxxxxx and Jxxx Xxxxxxxxx.

Release of Claims. Effective upon the Effective Time, each Option Holder, by its execution and delivery of this Agreement, hereby (a) Subject waives any and all rights of indemnification, contribution and other similar rights against the Company, the Surviving Corporation or any Subsidiary (whether arising pursuant to and upon the consummation any charter document of the Merger and Company, the receipt Surviving Corporation or any Subsidiary, any contract, applicable Law or otherwise) arising out of the Closing Merger Consideration to which representations, warranties, covenants and agreements contained in this Agreement and/or out of the Stockholder is entitlednegotiation, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesexecution or performance of this Agreement, and each agrees that any claim of their respective heirsthe Buyer, Representativeswhether for indemnity or otherwise, successors may be asserted directly against the Option Holders or any Option Holders (solely to the extent, and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified limitations, provided in this paragraph) releasesAgreement), acquits and forever dischargeswithout any need for any claim against, to the fullest extent permitted by law, each of Acquiror, Merger Subor joinder of, the Company, the Surviving Corporation or any Subsidiary and (b) forever waives, releases and discharges (and hereby agrees to cause each of their subsidiaries its representatives to forever waive, release and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and discharge) with prejudice the Company Stockholders prior to Closing (such personsCompany, the “Releasees”), Surviving Corporation and each Subsidiary from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein this clause (b) shall not be deemed to release construed as releasing (a) any right of the Stockholder Party from its obligations otherwise expressly set forth in this Agreement or any agreement delivered pursuant hereto or (b) the Company, the Surviving Corporation or any Subsidiary from (i) their respective obligations (subject to Section 9.2 of the Merger Agreement, including ) under the right to receive director and officer indemnification provisions expressly set forth in their respective Organizational Documents as in effect on the Closing Merger Consideration to which it may be entitled pursuant to date hereof or included in the agreements listed on Schedule 9.2 of the Merger Agreement as in accordance with effect on the terms thereof, date hereof or (bii) any liabilities of a Releasee in connection with obligation to pay to any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) Person any employment compensation wages or benefits matter affecting any Releasor arising in his or her capacity as a director, manager, officer or employee the Ordinary Course of Business solely from such Person’s employment with the Company, its Affiliates the Surviving Corporation or its Subsidiariesa Subsidiary. Each Option Holder hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law of any applicable jurisdiction) which section provides: “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.”

Release of Claims. (a) Subject to 4.1. Xxxxx, for itself and upon for each Xxxxx Person, acknowledges that the consummation several agreements of the Merger KDS, PCD and the receipt of the Closing Merger Consideration to which the Stockholder is entitledAMREP hereunder fully satisfy and resolve any and all disputes, defaults, liabilities and obligations arising or accruing under, or related to, the StockholderDistribution Agreement, and, if the Stockholder is a legal entity, together with Fulfillment Agreement or otherwise prior to the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesEffective Date, and hereby forever fully, irrevocably and unconditionally releases and discharges each of their respective heirsAMREP Person from any and all Claims which any Xxxxx Person can, Representativesshall or may have against any AMREP Person, successors howsoever and assigns whenever arising (such personscollectively, the “ReleasorsXxxxx Released Claims”), except that the Xxxxx Released Claims shall not include the obligations of KDS, PCD and AMREP under this Agreement, the future obligations of KDS under the Distribution Agreement as amended by this Agreement and the future obligations of PCD under the Fulfillment Agreement as amended by this Agreement. Xxxxx, for itself and for each Xxxxx Person, hereby fully irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal or arbitrator, against any AMREP Person based in whole or in part upon any Xxxxx Released Claim. It is understood and unconditionally agreed by all Parties that the release in this Section 4.1 is a general release of the AMREP Persons (subject except with respect to the receipt obligations of the amounts specified in KDS, PCD and AMREP under this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger SubAgreement, the Company, each future obligations of their subsidiaries KDS under the Distribution Agreement as amended by this Agreement and affiliates and their respective past, present or the future officers, directors, employees, counsel and agentsobligations of PCD under the Fulfillment Agreement as amended by this Agreement), and it is to be construed in the Company Stockholders prior broadest possible manner consistent with applicable Law and shall apply to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverClaims, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever . Xxxxx shall take all such actions as will ensure that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance each Xxxxx Person complies with the terms thereof, (b) of this Agreement. Xxxxx will be responsible for any liabilities breach of a Releasee in connection with this Agreement by any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its SubsidiariesXxxxx Person.

Release of Claims. Borrower represents and warrants to Bank that it has diligently and thoroughly investigated the existence of any Claim (aas defined below) Subject and that, to its knowledge and upon the consummation belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for Bank's entering into this Agreement, Borrower and each of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledits agents, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officersemployees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys, and each of their respective heirsaffiliates, Representativessubsidiaries, successors and assigns (such persons, the “Releasors”), each a "Releasing Party") hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release and forever discharges, to the fullest extent permitted by law, discharge Bank and each of Acquirorits agents, Merger Subdirect and indirect shareholders, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersemployees, directors, employeesofficers, counsel attorneys, branches, affiliates, subsidiaries, successors and agents, and the Company Stockholders prior to Closing assigns (such persons, the “Releasees”), each a "Released Party") from and against any and all liabilitiesdamages, actions, causes of actionlosses, claims, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (collectively "Claims") that the Releasing Parties or any of them may, dues and suits as of every kindthe effective date of this Agreement, nature and description whatsoeverhave or claim to have against any or all of the Released Parties, in each case whether currently known or unknown or with respect to which the facts are currently known or unknown, asserted in any way relating to, arising out of or unassertedbased upon any Loan Document (including, suspected without limitation, the Prior Credit Agreement), any amendment, waiver or unsuspectedother modification with respect thereto, absolute the negotiation or contingentdocumentation hereof or thereof, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadtransactions contemplated hereby or thereby, now has or may hereafter have against any of the Releasees, on act or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee omission in connection with any future transactions of the foregoing, including, without limitation, all such Claims heretofore sustained or that may arise as a consequence of the dealings between the parties that are not up to the effective date of this Agreement in connection with or in any way related to any Loan Document or any amendment, waiver or other modification with respect thereto. Each Releasing Party further represents and warrants that it has not heretofore assigned, and covenants and agrees that it will not hereafter sue any Released Party upon, any Claim released or purported to xx released under this section. Each Releasing Party will indemnify and hold harmless the Merger Agreement Released Parties against any loss or liability on account of any actions brought by any Releasing Party or its assigns or prosecuted on behalf of any Releasing Party and relating to any Claim released or purported to be released under this section. It is further understood and agreed that any and all rights under the transactions contemplated thereby and (c) any employment compensation provisions of Section 1542 of the California Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California Civil Code provides as follows: "A general release does not extend to claims which the creditor does not know or benefits matter affecting any Releasor suspect to exist in his or her capacity as a directorfavor at the time of executing the release, manager, officer or employee which if known by him must have materially affected his settlement with the debtor." Borrower acknowledges that it has had the opportunity to be advised by legal counsel in respect of the Companynegotiation, its Affiliates or its Subsidiariesexecution and delivery of this Agreement, including, without limitation, this release of claims.

Release of Claims. (a) Subject to Employee does hereby and upon the consummation of the Merger forever release and discharge Tekelec and the receipt predecessor corporation of Tekelec as well as the Closing Merger Consideration to which the Stockholder is entitledsuccessors, the Stockholdercurrent, andprior or future shareholders of record, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholdersheirs, Subsidiaries predecessors, assigns, agents, employees, attorneys, insurers and Affiliates, and representatives of each of their respective heirsthem, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”)future, from and against any and all liabilities, actions, cause or causes of action, claimsactions, demandsjudgments, liens, indebtedness, damages, judgmentslosses, debtsclaims, dues liabilities and suits demands of every kind, nature and description any kind or character whatsoever, whether known or unknown, asserted suspected to exist or unassertednot suspected to exist, suspected anticipated or unsuspectednot anticipated, absolute whether or contingentnot heretofore brought before any state or federal agency, unmatured court or inchoate, both at law and in equity, other governmental entity which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, are existing on or by reason of any matter, cause or thing whatsoever that arose arising prior to the Closing; provideddate of this Release Agreement and which, howeverdirectly or indirectly, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreementwhole or in part, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant relate or are attributable to, connected with, or incidental to the Merger Agreement in accordance with previous employment of Employee by Tekelec, the terms thereofseparation of that employment, (b) and any liabilities of a Releasee in connection with any future transactions dealings between the parties that are not related concerning Employee’s employment existing prior to the Merger Agreement date of execution of this Release Agreement, excepting only those obligations expressly recited herein or to be performed hereunder or under the transactions contemplated thereby Separation Agreement. Nothing contained in this Section 1 shall affect any rights, claims or causes of action which Employee may have (1) with respect to her outstanding stock options, warrants or other stock subscription rights to purchase Tekelec Common Stock or other securities under the terms and conditions thereof; (c2) any employment compensation as a shareholder of Tekelec; (3) to indemnification by Tekelec, to the extent required under the provisions of Tekelec’s Articles of Incorporation, Tekelec’s Bylaws, the California General Corporation Law, insurance or benefits matter affecting any Releasor in his or her capacity contracts, with respect to matters relating to Employee’s prior service as a director, manageran officer, officer or employee and agent of Tekelec; (4) with respect to any other written agreement listed on Exhibit C of the CompanySeparation Agreement; and (5) to make claims against or seek indemnification or contribution from anyone not released by the first sentence of this Section 1 with respect to any matter or anyone released by the first sentence of this Section 1 with respect to any matter not released thereby; or (6) with respect to Tekelec’s performance under the Separation Agreement or this Release Agreement. Further, its Affiliates Employee waives specifically any and all rights or its Subsidiariesclaims Employee has or may have under the ADEA and/or the OWBPA, and acknowledges that such waiver is given voluntarily in exchange for certain consideration included in the severance benefits being paid pursuant to the Separation Agreement and this Release Agreement.

Release of Claims. (a) Subject to and upon the consummation of the Merger and the Upon receipt of the Closing Merger Aggregate Consideration to which and in consideration of the Stockholder is entitledother terms and provisions of this Agreement, except for the Stockholderrights and obligations contained in this Agreement, and(i) each Seller, if the Stockholder is a legal entityon behalf of such Seller and such Seller’s heirs and assigns, together with the Stockholder’s officers, directors, stockholders, Subsidiaries shall and Affiliatesdoes hereby forever waive, and relieve, release and discharge each of their respective heirsCompany Party from, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraphii) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each on behalf of their subsidiaries itself and affiliates its successors and their respective pastassigns, present or future officers, directors, employees, counsel shall and agentsdoes hereby forever waive, and the Company Stockholders prior to Closing relieve, release and discharge each Seller Party from, all claims, charges, complaints, debts, liabilities, demands, obligations, liens, promises, acts, agreements, losses, costs, expenses (such persons, the “Releasees”including attorneys’ fees), from and against any and all liabilitiesdamages, actions, and causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverwhatever kind or nature, whether known or unknown, asserted accrued or unassertednot yet accrued, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and (x) in equity, which the Stockholder or any case of the Releasors ever clause (i) that such Seller had, now has has, or may hereafter have against any Company Party and (y) in the case of clause (ii) that the Company had, now has, or may hereafter have against any Seller Party, in each case from the beginning of time to the Purchase Date directly or indirectly relating to, based upon or arising out of the ReleaseesShares or Options or such Seller’s ownership thereof (collectively, on “Claims”). This release includes, but is not limited to, any Claim for (1) breach of oral, implied, or by reason written contract (including Claims under the Employment Agreements, the Option Agreements, the Bylaws, the Stockholders Agreement or otherwise); (2) breach of the implied covenant of good faith and fair dealing; and (3) any matter, cause non-statutory tort or thing whatsoever that arose prior contractual claim. Notwithstanding anything herein to the Closing; providedcontrary, howeverthis release excludes all Claims directly or indirectly relating to, that nothing herein shall be deemed to release (a) any right based upon or arising out of the Stockholder expressly set forth in the Merger this Agreement, including the right to receive Separation Agreements (as amended hereby), the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement Arbitration Agreements or the transactions contemplated thereby and Restrictive Covenant Agreements (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesamended hereby).

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Effective Date, each Effective Time Holder on behalf of itself and the receipt each of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, its equity holders (if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, any) and each of their respective Subsidiaries, Affiliates, employees, agents, advisors, heirs, Representativeslegal representatives, successors and assigns (such persons, the each a “ReleasorsReleasor”), hereby fully and unconditionally (subject pursuant to the receipt its Joinder, Letter of the amounts specified in this paragraph) releasesTransmittal, acquits or both, shall completely release, acquit and forever dischargesdischarge, to the fullest extent permitted by lawLaw, each of Acquiror, Merger SubParent, the CompanySurviving Corporation, the Company and each of their subsidiaries respective Affiliates and affiliates and each of their respective pastcurrent, present or former and future officers, directors, employees, counsel and agents, advisors, successors and the Company Stockholders prior to Closing assigns (such personscollectively, the “Releasees”)) from any losses, from and against any and all liabilities, suits, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverdebts or rights, whether fixed or contingent, known or unknown, asserted matured or unassertedunmatured, suspected arising out of, relating to, or unsuspectedin any manner connected with any facts, absolute events or contingentcircumstances, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever hadactions taken, now has at or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; providedconsummation of the Transactions (including the Merger) that any Releasor ever had or now has against the Releasees (collectively, howeverthe “Released Matters”), that nothing herein shall be deemed excluding any liabilities arising solely in relation to release the Transactions (including the Merger) (collectively, the “Release of Claims”). Pursuant to the Joinders, Letters of Transmittal, or both, each Effective Time Holder will (a) any right represent and warrant that such Effective Time Holder has (i) had the opportunity to consult with legal counsel of its choice, (ii) been fully informed of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofnature and contents of its Release of Claims and (ii) entered into such Release of Claims freely, (b) acknowledged that it would be difficult to fully compensate Parent or any liabilities of a Releasee in connection with its Affiliates for damages resulting from any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee breach of the Companyprovisions of such Release of Claims. Accordingly, in the event of any actual or threatened breach of such provisions, Parent and its Affiliates shall (in addition to any other remedies that it may have) be entitled to seek temporary and/or permanent injunctive relief to enforce such provisions and recover related attorneys’ fees and costs. Each Effective Time Holder will further acknowledge in its respective Joinder, Letter of Transmittal, or both, that its Subsidiaries.Release of Claims constitutes a material inducement to Parent to consummate the Transactions (including the Merger) and Parent will be relying on the enforceability of such Release of Claims in consummating the Transactions. 5.16

Release of Claims. Effective upon the Effective Time, each Warrant Holder, by its execution and delivery of this Agreement, hereby (a) Subject waives any and all rights of indemnification, contribution and other similar rights against the Company, the Surviving Corporation or any Subsidiary (whether arising pursuant to and upon the consummation any charter document of the Merger and Company, the receipt Surviving Corporation or any Subsidiary, any contract, applicable Law or otherwise) arising out of the Closing Merger Consideration to which representations, warranties, covenants and agreements contained in this Agreement and/or out of the Stockholder is entitlednegotiation, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliatesexecution or performance of this Agreement, and each agrees that any claim of their respective heirsthe Buyer, Representativeswhether for indemnity or otherwise, successors may be asserted directly against the Warrant Holders or any Warrant Holders (solely to the extent, and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified limitations, provided in this paragraph) releasesAgreement), acquits and forever dischargeswithout any need for any claim against, to the fullest extent permitted by law, each of Acquiror, Merger Subor joinder of, the Company, the Surviving Corporation or any Subsidiary and (b) forever waives, releases and discharges (and hereby agrees to cause each of their subsidiaries its representatives to forever waive, release and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and discharge) with prejudice the Company Stockholders prior to Closing (such personsCompany, the “Releasees”), Surviving Corporation and each Subsidiary from and against any and all liabilitiesclaims, actionsrights (including rights of indemnification, contribution and other similar rights, from whatever source, whether under contract, applicable Law or otherwise), causes of action, claimsprotests, suits, disputes, orders, obligations, debts, demands, damagesproceedings, judgmentscontracts, debtsagreements, dues and suits promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of every any kind, nature and description whatsoeverarising by any means (including subrogation, assignment, reimbursement, operation of law or otherwise), whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute accrued or contingentnot accrued, unmatured foreseen or inchoateunforeseen, both or mature or unmature related or with respect to, in connection with, or arising out of, directly or indirectly, any event, fact, condition, circumstance, occurrence, act or omission that was in existence (or that occurred or failed to occur) at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; Closing; provided, however, that nothing herein this clause (b) shall not be deemed to release construed as releasing (a) any right of the Stockholder Party from its obligations otherwise expressly set forth in this Agreement or any agreement delivered pursuant hereto or (b) the Company, the Surviving Corporation or any Subsidiary from (i) their respective obligations (subject to Section 9.2 of the Merger Agreement, including ) under the right to receive director and officer indemnification provisions expressly set forth in their respective Organizational Documents as in effect on the Closing Merger Consideration to which it may be entitled pursuant to date hereof or included in the agreements listed on Schedule 9.2 of the Merger Agreement as in accordance with effect on the terms thereof, date hereof or (bii) any liabilities of a Releasee in connection with obligation to pay to any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) Person any employment compensation wages or benefits matter affecting any Releasor arising in his or her capacity as a director, manager, officer or employee the Ordinary Course of Business solely from such Person’s employment with the Company, its Affiliates the Surviving Corporation or its Subsidiariesa Subsidiary. Each Warrant Holder hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law of any applicable jurisdiction) which section provides: “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.”

Release of Claims. (a) Subject to and Effective upon the consummation of the Merger date hereof, each Majority and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesMinority Investor, and each of their respective his, her or its equity holders, subsidiaries, affiliates, employees, agents, advisors, heirs, Representativesexecutors, administrators, legal and personal representatives, successors and assigns assigns, as applicable (such personssingularly, the a “ReleasorsReleasor”), hereby fully unconditionally and unconditionally (subject to the receipt of the amounts specified in this paragraph) releasesirrevocably waives, acquits releases and forever discharges, to discharges the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries Company and its affiliates and their respective its past, present or and future directors, officers, directors, employees, counsel and advisors, agents, predecessors, successors, assigns, equity holders, partners, insurers and the Company Stockholders prior to Closing affiliates (such persons, the “ReleaseesReleased Parties”), ) from and against any and all liabilities, actions, causes of action, claimssuits, demandsguarantees, damagesproceedings, judgmentsgrievances, debtsexecutions, dues judgments and suits claims for injuries, losses, interest, costs, expenses, indemnity, fines, penalties, legal and professional fees and assessments or other amounts of every kind, any kind or nature and description whatsoever, in law or in equity, whether express or implied, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, asserted matured or unassertedunmatured, suspected or unsuspectedfrom the inception of time through the date hereof, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or that any of the Releasors Releasor ever had, may have or now has against the Released Parties in its capacity as a holder of a Replacement Note, or may hereafter have against in connection with the conversion thereof, the Notes or the Purchase Agreement, the Registration Rights Agreement and other Transaction Documents (collectively, the “Claims”); provided, that, except as set forth in the last sentence of this paragraph, the foregoing shall not (i) release any rights of the Releasees, on Majority or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release Minority Investor arising under (a) any right indemnification obligations under Delaware law or (b) the transactions contemplated by this Agreement; or (ii) release any Claims that cannot be released as a matter of law (the “Non-Released Matters”). Each Majority and Minority Investor understands that this is a full and final release of all actions and Claims of any nature whatsoever, whether known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Released Parties as of the Stockholder date hereof, except as expressly set forth in the Merger Agreementthis Section 6(h). Each Majority and Minority Investor acknowledges that it, including the right he or she may hereafter discover facts in addition to receive the Closing Merger Consideration or different from those that each Majority or Minority Investor now knows or believes to which it may be entitled pursuant true with respect to the Merger Agreement in accordance subject matter of this release, but it is the Majority and Minority Investor’s intention, except for the Non-Released Matters, to fully and finally and forever settle and release any and all claims that do now exist, may exist or heretofore have existed with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related respect to the Merger Agreement subject matter of this release. In furtherance of this intention, the releases contained herein will be and remain in effect as full and complete general releases notwithstanding the discovery or the transactions contemplated thereby and (c) existence of any employment compensation such additional or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesdifferent facts.

Release of Claims. (a) Subject to a. Bxxxxxxx and upon the consummation of the Merger Guarantor hereby fully, finally, absolutely and the receipt of the Closing Merger Consideration to which the Stockholder is entitledforever release and discharge Lender and its present and former directors, the Stockholdershareholders, andmembers, if the Stockholder is a legal entityowners, together with the Stockholder’s officers, directorsemployees, stockholdersagents, Subsidiaries and Affiliatesrepresentatives, attorneys, consultants, fiduciaries, predecessors, successors, assigns, and each of affiliated related corporate divisions, and their separate and respective heirs, Representativespersonal representatives, successors attorneys, successors, assigns, and assigns affiliates (such personscollectively, with Lxxxxx, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demandsdebts, damages, demands, liabilities, obligations, suits, judgments, debtsexecutions, dues and suits expenses and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually a “Claim” and collectively, “Claims”) of any and every kindcharacter, nature and description whatsoever, whether now known or unknown, asserted direct and/or indirect, contingent or unassertedmatured, suspected in contract or unsuspectedin tort, absolute of whatever kind or contingentnature, unmatured for or inchoatebecause of any matter or thing done, both at law and in equity, which the Stockholder omitted or suffered to be done by any of the Releasors ever hadReleased Parties at-law or in equity and whether or not the economic effect of such matter or alleged matter arises or is discovered in the future including, without limitation, any claims arising out of or relating to: (i) the Loan, (ii) the Loan Documents, (iii) the Guaranty, (iv) this Agreement or any document delivered pursuant to this Agreement, (v) the negotiation or entry into the Loan Documents, the Guaranty, this Agreement, or any document delivered pursuant to this Agreement, or (vi) the administration of the Loan and the actions, omissions, course of conduct, course of dealing or statements of any Released Party in respect of the Loan, the Loan Documents, the Guaranty, this Agreement and any document delivered pursuant to this Agreement, arising from events occurring prior to and including the date of this Agreement. Borrower and Guarantor understand, acknowledge and agree that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit, or other proceedings which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower and Guarantor agree that no fact, event, circumstance, evidence or transaction which could now has be asserted or which may hereafter have against be discovered shall affect in any manner the absolute and unconditional nature of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly releases set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.above. FORBEARANCE AGREEMENT

Release of Claims. (a) Subject Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and upon the consummation of the Merger its current and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future former officers, directors, employees, counsel and agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and the Company Stockholders prior to Closing subsidiaries, and predecessor and successor corporations and assigns (such personscollectively, the “Releasees”). Employee, from on Employee’s own behalf and against on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any and all liabilitiesmanner to institute, actionsprosecute, causes or pursue, any claim, complaint, charge, duty, obligation, or cause of action, claims, demands, damages, judgments, debts, dues and suits action relating to any matters of every any kind, nature and description whatsoever, whether presently known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or that Employee may hereafter have possess against any of the ReleaseesReleasees arising from any omissions, on acts, facts, or by reason damages that have occurred up until and including the Effective Date of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger this Agreement, including including, without limitation: a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship; b. any and all claims relating to, or arising from, Employee’s right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofpurchase, (b) any liabilities or actual purchase of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee shares of stock of the Company, its Affiliates including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or its Subsidiariesfederal law; c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the Washington State Law Against Discrimination, as amended (RCW 49.60.010 et seq.); the Washington equal pay law, as amended (RCW 49.12.175); the Washington sex discrimination law (RCW 49.12.200); the Washington age discrimination law (RCW 49.44.090); Washington whistleblower protection laws (RCW 49.60.210, 49.12.005, and 49.12.130); the Washington genetic testing protection law (RCW 49.44.180); the Washington Family Care Act (RCW 49.12.265 to 49.12.295); the Washington Minimum Wage Act (RCW 49.46.005 to 49.46.920); Washington wage, hour, and working conditions laws (RCW 49.12.005 to 49.12.020, 49.12.041 to 49.12.050, 49.12.091, 49.12.101, 49.12.105, 49.12.110, 49.12.121, 49.12.130 to 49.12.150, 49.12.170, 49.12.175, 49.12.185, 49.12.187, 49.12.450); and Washington wage payment laws (RCW 49.48.010 to 49.48.190); e. any and all claims for violation of the federal or any state constitution; 3

Release of Claims. (a) Subject to and upon the consummation Effective as of the Merger Closing, each Seller, on behalf of itself, its successors, assigns, next-of-kin (to the extent the Seller is a natural person), administrators, executors, agents and Affiliates, hereby fully and unconditionally releases, acquits and forever discharges Buyer and the receipt of the Closing Merger Consideration to which the Stockholder is entitled, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and AffiliatesCompany, and each of their respective heirspast, Representativespresent and future successors, successors and assigns (such predecessors, assigns, employees, agents, partners, members, subsidiaries, stockholders, parent companies, controlling persons, the “Releasors”)other Affiliates (corporate or otherwise) and legal representatives, hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and including their respective past, present or and future officersofficers and directors, directorssolely in their capacities as such, and any past, present and future successors, predecessors, assigns, employees, counsel and agents, partners, members, subsidiaries, stockholders, parent companies, controlling persons, other Affiliates (corporate or otherwise) and legal representatives, including past, present and future officers and directors of any of the Company Stockholders prior to Closing foregoing (such personstogether, the “ReleaseesCompany Released Parties”), from and against any and all liabilities, manner of actions, causes of actionactions, claims, debts, obligations, demands, damagesliabilities, judgmentsLosses, debts, dues and suits of every kind, nature and description whatsoevercompensation or other relief, whether known or unknown, asserted matured or unassertedunmatured, contingent or otherwise, whether in law or equity, arising out of, relating to, accruing from or in connection with, (i) the Seller’s ownership of Company Common Stock and/or other equity interests in the Company, (ii) the Stock Sale, any provision of this Agreement or the transactions contemplated hereby (other than with respect to such Company Released Party’s respective obligations, including Buyer’s payment obligations hereunder, under this Agreement or any other documents or instruments ancillary to this Agreement to which the Seller is a party), (iii) any claims alleging a breach of duty on the part of the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Company or any officer, director or stockholder of the Company and (iv) any and all other charges, complaints, claims, causes of action, promises, agreements, rights to payment, rights to any equitable remedy, rights to any equitable subordination, demands, debts, liabilities, express or implied contracts, obligations of payment or performance, rights of offset or recoupment, accounts, damages, costs, losses or expenses (including attorneys’ and other professional fees and expenses) held by any Seller against any Company Released Party with respect to facts and circumstances arising prior to the Closing, whether known or unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, unmatured direct or inchoatederivative (clauses (i) through (iv), both at law and collectively, “Company Released Claims”). For the avoidance of doubt, nothing in equitythis Section 6.7 shall affect any right to salary, which wages or other employee benefits accruing on, prior to or after the Stockholder or any date of the Releasors ever had, now has or may hereafter have against any Closing. It is the intention of the ReleaseesSellers and Buyer that this Section 6.7 shall, on or by reason of any matterat the Closing, cause or thing whatsoever that arose prior to the Closing; providedbe effective as a full and final accord and satisfaction, however, that nothing herein shall be deemed to and release (a) any right of the Stockholder expressly set forth in Company Released Claims, and that the Merger Agreementreleases herein extend to any and all claims of whatever kind or character, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement known or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariesunknown.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger execution and delivery of this Agreement by Agent and Lenders, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by Agent and Lenders arising under this Agreement and the receipt of the Closing Merger Consideration to which the Stockholder is entitledother Loan Documents, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries Credit Parties each hereby irrevocably release and Affiliates, forever discharge Agent and Lenders and each of their respective heirsaffiliates, Representativessubsidiaries, successors and assigns (such personssuccessors, the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersassigns, directors, officers, employees, counsel and agents, representatives and attorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which the Company Stockholders prior Credit Parties now may have or claim to Closing have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever, except to the extent a final and nonappealable order of judgment of a court of competent jurisdiction binding on such Released Person determines the same arose out of the gross negligence or willful misconduct of such Released Person (such personscollectively, the “ReleaseesClaims”). Each Credit Party represents and warrants to Agent and Lenders that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Credit Parties shall indemnify, defend and hold harmless each Released Person from and against any and all liabilitiesClaims and any loss, actionscost, causes of actionliability, claimsdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, demandspreparing for, damagesdefending against, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known providing evidence or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which the Stockholder or any of the Releasors ever had, now has or may hereafter have against any of the Releasees, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee producing documents in connection with or taking other action in respect of any future transactions between the parties that are not related commenced or threatened Claim, except to the Merger Agreement or extent a final and nonappealable order of judgment of a court of competent jurisdiction binding on such Released Person determines the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee same arose out of the Company, its Affiliates gross negligence or its Subsidiarieswillful misconduct of such Released Person.

Release of Claims. (a) Subject to and upon the consummation In consideration of the Merger this Agreement and the receipt standstill and other consideration afforded hereby, Borrower hereby fully and finally releases, remises, acquits, and forever discharges, with prejudice, Lead Lender and each of its participants in the Closing Merger Consideration to which the Stockholder is entitledLoan and their respective employees, the Stockholderagents, andrepresentatives, if the Stockholder is a legal entityconsultants, together with the Stockholder’s attorneys, fiduciaries, servants, officers, directors, stockholderspartners, Subsidiaries and Affiliatesmembers, and each of their respective heirsshareholders, Representativesparticipants, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, affiliates and related corporate divisions (such persons, all of the foregoing hereinafter called the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, judgmentsand expenses of any and every character, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserteddirect and/or indirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any manner or things done, omitted, or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement, now has Borrower’s Note, or may hereafter have against any other Loan Documents, including but not limited to, claims, liabilities or obligations relating to any settlement negotiations, representations, commitments, arrangements, liabilities, offsets or deductions of sums owed to or by Borrower (all of the Releasees, on foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or by reason of any matter, cause alleged injuries or thing whatsoever that arose prior to damages arising in connection with the Closing; Released Matters; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly and all rights, benefits, agreements and obligations set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger this Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related and shall not be Released Matters and shall not be impaired or abridged thereby. Borrower represents and warrants to Lead Lender that it has not purported to transfer, assign, or otherwise convey any right, title, or interest of Borrower in any Released Matter to any other person or entity and that the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Released Matters.

Release of Claims. (a) Subject to In consideration of this Agreement and upon the consummation of the Merger other consideration afforded hereby, Borrower hereby fully and the receipt of the Closing Merger Consideration to which the Stockholder is entitledfinally releases, the Stockholderremises, andacquits, if the Stockholder is a legal entityand forever discharges, together with the Stockholderprejudice, Lender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, stockholderspartners, Subsidiaries and Affiliatesmembers, and each of their respective heirsshareholders, Representativesparticipants, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, affiliates and related corporate divisions (such persons, all of the foregoing hereinafter called the “Releasors”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “ReleaseesReleased Parties”), from and against any and all liabilities, actions, actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, judgmentsand expenses of any and every character, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserteddirect and/or indirect, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and or in equity, which the Stockholder of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any manner or things done, omitted, or suffered to be done by any of the Releasors ever hadReleased Parties prior to and including the date of execution hereof, now has and in any way directly or may hereafter have against indirectly arising out of or in any way connected to this Agreement, the Original Loan Documents, the Amended Credit Agreement, the Amended Note and/or any other Loan Documents, including but not limited to, claims, liabilities or obligations relating to any settlement negotiations, representations, commitments, arrangements, liabilities, offsets or deductions of sums owed to or by Borrower (all of the Releasees, on foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or by reason of any matter, cause alleged injuries or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee damages arising in connection with the Released Matters. Borrower represents and warrants to Lender that it has not purported to transfer, assign, or otherwise convey any future transactions between right, title, or interest of Borrower in any Released Matter to any other person or entity and that the parties that are not related to the Merger Agreement or the transactions contemplated thereby foregoing constitutes a full and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee complete release of the Company, its Affiliates or its Subsidiariesall Released Matters.

Release of Claims. In order to induce the Administrative Agent and the Lenders to enter into this Consent, each Credit Party, on behalf of itself and its respective Related Parties (collectively, the "Releasing Parties"), acknowledges and agrees that: (a) Subject to and upon the consummation none of the Merger and the receipt Releasing Parties presently has any claim or cause of action against any of the Closing Merger Consideration to which the Stockholder is entitledAdministrative Agent, the Stockholder, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each any Lender or any of their respective heirs, Representatives, successors and assigns Related Parties (such personscollectively, the “Releasors”), hereby fully and unconditionally "Released Parties") relating to or arising out of any Loan Document or any agreement entered into in connection therewith; (subject b) to the receipt actual (and not constructive or imputed) knowledge of any officer of any Credit Party, none of the amounts specified in this paragraph) releasesReleasing Parties presently has any offset right, acquits and forever dischargescounterclaim or defense of any kind against any of their respective Obligations, debt or liabilities to the fullest extent permitted by law, Administrative Agent or any Lender; and (c) each of Acquiror, Merger Sub, the Company, each Released Parties has heretofore properly performed and satisfied in a timely manner all of their subsidiaries and affiliates its obligations to the Credit Parties and their respective pastSubsidiaries under the Loan Documents to which it is a party. Each of the Credit Parties wishes to eliminate any possibility that any past conditions, present acts, omissions, events, circumstances or future officersmatters would impair or otherwise adversely affect any of the Administrative Agent or any Lenders’ rights, directorsinterests, employeescontracts, counsel and agents, and or remedies under the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverLoan Documents, whether known or unknown, asserted as applicable. Therefore, each of the Credit Parties, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or unasserteddebt of any kind of the Administrative Agent and each Lender to the Releasing Parties, suspected in each case, occurring, existing or unsuspectedarising on or prior to the date of this Consent, absolute and (y) all claims, offsets, causes of action, suits or contingentdefenses of any kind whatsoever (if any), unmatured or inchoate, both whether arising at law and or in equity, whether known or unknown, which the Stockholder or any of the Releasors ever had, now has or may hereafter Releasing Parties might otherwise have against any of the Releasees, Released Parties for actions taken or not taken on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provideddate of this Consent, however, that nothing herein shall be deemed to release in each case under clause (ax) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereofor clause (y), (bA) whether known or unknown, on account of any liabilities past or presently existing condition, act, omission, event, contract, liability, obligation, debt, claim, cause of a Releasee in connection with action, defense, circumstance or matter of any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries.kind,

Release of Claims. (a) Subject to Borrower hereby acknowledges and upon the consummation agrees that as of the Merger date hereof it has no defense, counter claim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its li ability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Lender. To the extent permitted by applicable law, Borrower hereby voluntarily and the receipt knowingly releases and forever discharges Lender and each of the Closing Merger Consideration to which the Stockholder is entitledits affiliates’ respective predecessors, the Stockholderagents, and, if the Stockholder is a legal entity, together with the Stockholder’s officersemployee s, directors, stockholdersofficers, Subsidiaries and Affiliatespartners, and each of their respective heirsaffiliates, Representativesattorneys, successors and assigns (such personscollectively, the “ReleasorsReleased Parties”), hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits and forever discharges, to the fullest extent permitted by law, each of Acquiror, Merger Sub, the Company, each of their subsidiaries and affiliates and their respective past, present or future officers, directors, employees, counsel and agents, and the Company Stockholders prior to Closing (such persons, the “Releasees”), from and against any and all liabilities, actionsobligations, causes of actionlosses, damages, penalties, claims, demandsfees, damagescosts, judgmentsexpenses, debtscharges, dues advances and suits disbursements of every kindany kind (including fees, costs, expenses and charges of counsel (including in-house counsel)) resulting from any action, litigation, proceeding, investigation, judgment or suit, of any nature and description whatsoever, whether known or unknown, asserted anticipated or unassertedunanticipated, suspected or unsuspected, absolute fixed, contingent or contingentconditional, unmatured or inchoate, both at law and or in equity, which in any case originating in whole or in part on or before the Stockholder date this Agreement is executed that Borrower may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise, directly or indirectly, out of contract, tort, violation of law or regulations, or otherwise, and that arise, directly or indirectly, from any of the Loans, the exercise of any rights and remedies under this Agreement or any of the Releasors ever hadother Loan Documents, now has or may hereafter have against the negotiation for and execution of this Agreement, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the Releasees, on or by reason highest lawful rate applicable. Borrower hereby further specifically waives any rights that it may have under Section 1542 of any matter, cause or thing whatsoever that arose prior the California Civil Code (to the Closing; providedextent applicable), howeverwhich provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, that nothing herein shall be deemed to release (a) WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,” and further waives any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiariessimilar rights under applicable laws.

Release of Claims. The Borrower represents and warrants to the Bank that ----------------- it has diligently and thoroughly investigated the existence of any Claim (aas defined below) Subject and that, to its knowledge and upon belief, no Claim exists and no facts exist that could give rise to or support a Claim. As additional consideration for the consummation of the Merger and the receipt of the Closing Merger Consideration to which the Stockholder is entitledBank's entering into this letter amendment, the StockholderBorrower and each of its agents, and, if the Stockholder is a legal entity, together with the Stockholder’s officersemployees, directors, stockholdersofficers, Subsidiaries and Affiliatesattorneys; affiliates, and each of their respective heirs, Representativessubsidiaries, successors and assigns (such persons, the “Releasors”), each a "Releasing Party") hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits release --------------- and forever discharges, to discharge the fullest extent permitted by law, Bank and each of Acquirorits agents, Merger Subdirect and indirect shareholders, the Company, each of their subsidiaries and affiliates and their respective past, present or future officersemployees, directors, employeesofficers, counsel attorneys, branches, affiliates, subsidiaries, successors and agents, and the Company Stockholders prior to Closing assigns (such persons, the “Releasees”), each a "Released Party") from and against any and all liabilities-------------- damages, actions, causes of actionlosses, claims, demands, damagesliabilities, judgmentsobligations, debtsactions and causes of action whatsoever (collectively "Claims") that the Releasing Parties or any ----- of them may, dues and suits as of every kindthe effective date of this letter amendment, nature and description whatsoeverhave or claim to have against any or all of the Released Parties, in each case whether currently known or unknown, asserted unknown or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, with respect to which the Stockholder facts are known (or should have been known), that could give rise to or support a Claim on account of or in any way relating to, arising out of or based upon any Loan Document, any amendment, waiver or other modification with respect thereto, the negotiation or documentation hereof or thereof, any of the Releasors ever hadtransactions contemplated hereby or thereby, now has or may hereafter have against any of the Releasees, on action or by reason of any matter, cause or thing whatsoever that arose prior to the Closing; provided, however, that nothing herein shall be deemed to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee omission in connection with any future transactions of the foregoing, including all such damages, losses, claims, demands, liabilities, obligations, actions and causes of action heretofore sustained or that may arise as a consequence of the dealings between the parties that are not up to the effective date of this letter amendment in connection with or in any way related to any Loan Document or any amendment, waiver or other modification with respect thereto. Each Releasing Party further represents and warrants that it has not heretofore assigned, and covenants and agrees that it will not hereafter xxx any Released Party upon, any Claim released or purported to be released under this section. Each Releasing Party will indemnify and hold harmless the Merger Agreement Released Parties against any loss or liability on account of any actions brought by any Releasing Party or its assigns or prosecuted on behalf of any Releasing Party and relating to any Claim released or purported to be released under this section. It is further understood and agreed that any and all rights under the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Releasor in his or her capacity as a director, manager, officer or employee provisions of Section 1542 of the CompanyCalifornia Civil Code are expressly waived by each of the Releasing Parties. Section 1542 of the California Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, its Affiliates or its SubsidiariesWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Release of Claims. (a) Subject to and upon the consummation In further consideration of the Merger transactions contemplated by this Agreement and the receipt other Transaction Documents, effective as of the Closing Merger Consideration to which the Stockholder is entitledClosing, the StockholderSellerCo, and, if the Stockholder is a legal entity, together with the Stockholder’s officers, directors, stockholders, Subsidiaries on behalf of itself and Affiliates, its Affiliates and each of their respective heirs, Representatives, any successors and permitted assigns of the foregoing (such personscollectively, the “Seller Releasors”), hereby fully irrevocably and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases, acquits releases and forever discharges, to the fullest extent permitted by law, discharges each of AcquirorPurchaser, Merger Sub, Issuer and the Company, each of their subsidiaries and affiliates Group Companies and their respective past, present or future officers, directors, employees, counsel Affiliates and agents, and the Company Stockholders prior to Closing Representatives (such personscollectively, the “ReleaseesPurchaser Released Parties”), ) from and against any and all liabilitiesclaims of any nature arising out of or related to events, actionsfacts, causes of actionconditions or circumstances existing or arising prior to or on the Closing Date, claimswhich SellerCo now has, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoeverhas had or may hereafter have against the Purchaser Released Parties, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute unanticipated as well as anticipated (the “Seller Claims”). The foregoing release is referred to herein as the “Seller Release”. It is further agreed and understood that this Seller Release is a full and final release of all Seller Claims whether known or unknown, fixed or contingent, unmatured manifested or inchoateunmanifested. SellerCo, both at law on behalf of itself and in equitythe other Seller Releasors, which hereby waives the Stockholder protection of any provision of any Law that would operate to preserve claims that are unknown as of the Closing. Notwithstanding the foregoing, this Seller Release does not release, and is not a waiver of, any (i) rights of such Seller Releasors arising under this Agreement or any of the Releasors ever had, now has Transaction Document or may hereafter have against any of the Releasees, on or by reason in respect of any matterFraud or Willful Breach, cause or thing whatsoever that arose prior (ii) rights to the Closing; provided, however, that nothing herein shall be deemed compensation and benefits (including COBRA benefits) due and owing to release (a) any right of the Stockholder expressly set forth in the Merger Agreement, including the right to receive the Closing Merger Consideration to which it may be entitled pursuant to the Merger Agreement in accordance with the terms thereof, (b) any liabilities of a Releasee in connection with any future transactions between the parties that are not related to the Merger Agreement or the transactions contemplated thereby and (c) any employment compensation or benefits matter affecting any Seller Releasor in his or her its capacity as a directoran officer, manager, officer director or employee of the any Group Company, its Affiliates or its Subsidiaries.