Common use of Releases Clause in Contracts

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company mutual covenants contained herein and Buyerother accommodations granted to the Credit Parties hereunder, and their respective directorseach Credit Party, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, on behalf of itself and each of them its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in Law, happenedat equity or otherwise, arisen against the Administrative Agent or transpired from any Forbearing Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “Released Parties”) arising out of, or relating to, this Agreement, the Credit Agreement, the Forbearance Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 13 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims”). In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to provisions of this Section 13 shall survive the Company, respectively, all claims, actions and interests termination or expiration of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for Forbearance Period and the undersigned or the Company, the Company Bank or any other Subsidiary termination of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Credit Documents and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation the payment in full in cash of law all Obligations of the Credit Parties under or otherwise, in respect of the Credit Agreement and that other Credit Documents and all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon In consideration of the Closingforegoing, upon closing of the undersigned hereby fullysale of the Preferred Stock to the purchasers pursuant to that certain Purchase Agreement dated as of the date hereof (the “Purchase Agreement”), finally and irrevocably the execution and delivery of the Working Capital Agreement and Consent dated as of the date hereof by Holder and the Company (the “Working Capital Agreement”), Holder releases and forever discharges the Company, BuyerCompany’s officers, Buyer Bankdirectors, the Company Bank principals, control persons, past and all other Subsidiaries of the Company and Buyerpresent employees, insurers, successors, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “ReleaseesCompany Parties”) from all actions, cause of and from any and all liabilitiesaction, lossessuits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demandsand demands whatsoever, in law, admiralty or equity, which against Company Parties ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, arising under the Exchange Securities. It being understood that this Section shall be limited in all respects to only matters arising under or related to the Exchange Securities and shall under no circumstances constitute a release, waiver or discharge with respect to the Preferred Stock or any Exchange Agreement or limit the Holder from taking action for matters with respect to the Working Capital Agreement, the Preferred Stock, or any Exchange Document or events that may arise in the future. Company releases and discharges Holder, Xxxxxx’s officers, directors, principals, control persons, past and present employees, insurers, successors, and assigns (“Holder Parties”) from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligationspromises, costsvariances, expensestrespasses, actions damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or causes of action of every natureequity, character or descriptionwhich against Holder Parties ever had, now accrued have or which may hereafter accruecan, without limitation and shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conduct, activities, transactions, events arising under the Exchange Securities. It being understood that this Section shall be limited in all respects to only matters arising under or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time related to the date of Exchange Securities and shall under no circumstances constitute a release, waiver or discharge with respect to the closing of Preferred Stock or any Exchange Agreement or limit the transactions contemplated by Company from taking action for matters with respect to the Merger Purchase Agreement, except for the Disclosed Claims (collectivelyWorking Capital Agreement, the “Claims”). The undersigned further irrevocably releasesPreferred Stock, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of Exchange Document or events that may arise in the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themfuture.

Releases. Upon (a) In consideration of the ClosingRetirement Benefits, the undersigned Director for himself, his affiliates, spouse, agents, heirs, assigns and any other person or entity claiming to claim through him, hereby fullyknowingly, finally voluntarily, unconditionally and irrevocably releases and forever discharges each of Broadfin and the Company, Buyertheir respective successors, Buyer Bankpredecessors, the Company Bank affiliates and all other Subsidiaries subsidiaries, and each of the Company and Buyer, and their foregoing entities’ respective directors, officers, partners, trustees, fiduciaries managers, members, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons representatives and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims benefit plans (collectively, the “ClaimsBroadfin/Company Released Parties”). The undersigned further irrevocably releases, discharges, ) from any and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests debts, liabilities, causes of the undersigned in any Intellectual Property action, charges, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, commitments, arrangements, promises, or obligations or understandings of any nature kind whatsoever createdin law or equity, developedwhether written or oral, registeredknown or unknown, licensed suspected or used by unsuspected, asserted or for the undersigned unasserted, conditional or the Companyunconditional, the Company Bank accrued or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned representsunaccrued, warrants and covenants that no Claim released herein has been assignedliquidated or unliquidated, expresslywhether contractual, impliedly, by operation of law statutory or otherwise, and that all Claims released hereby are owned solely by the undersignedunder any known or unknown duties, which has either fiduciary or otherwise, including liabilities arising out of the sole authority or concurrent negligence or gross negligence of any Broadfin/Company Released Party, that the Director has now has or had against any of the Broadfin/Company Released Parties through the date of mutual execution of this Agreement (collectively, the “Director Released Claims”); provided, however, that the foregoing release shall not waive or release claims of any director fees that are payable pursuant to the terms of this Agreement. The Director also acknowledges that, except as provided for herein, he shall have no further rights with respect to unvested equity or equity-based compensation pursuant to the Plan or otherwise. The Director shall refrain from asserting any claim or otherwise attempting to collect or enforce any such Director Released Claim against any of the Broadfin/Company Released Parties. In addition, the Director hereby waives all rights and benefits afforded by any laws which provide in substance that a general release themdoes not extend to claims which a person does not know or suspect to exist in its favor at the time of executing the release which, if known by it, may have materially affected its settlement with the other person.

Releases. Upon A. Subject to, and in consideration for, Omega entering into this Agreement and consummating the transactions contemplated hereby, Advocat, DLC, SHCM, AFI and DMSC (collectively, the "Advocat Entities", and individually, an "Advocat Entity"), conditioned upon and effective simultaneously with the consummation of the transactions contemplated hereby at Initial Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the CompanyOmega, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, Acquisition and their respective successors, assigns, agents, shareholders, directors, officers, employees, agents, attorneysparent corporations, representativessubsidiary corporations, Subsidiariesaffiliated corporations, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assignsaffiliates, and each of them (hereinafterthem, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accountsliabilities, covenants, agreementsdemands, obligations, costs, expenses, actions or and causes of action action, of every nature, character or nature and description, now accrued whether known or which may hereafter accrueunknown, without limitation and whether absolute, mature, or not in lawyet due, equity liquidated or otherwisenon-liquidated, based in whole contingent, non-contingent, direct or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent indirect or otherwise, which have any Advocat Entity now has or allegedly have existedat any time may hold, by reason of any matter, cause or thing occurred, happeneddone, arisen omitted or transpired from the beginning of time suffered to be done on or prior to the date Initial Closing (collectively, "Omega Liabilities"), other than from Omega Liabilities arising out of the closing this Agreement or any document or instrument executed in connection herewith or in consummation of the transactions contemplated by hereby. Each Advocat Entity waives the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property benefits of any nature whatsoever createdlaw, developedwhich may provide in substance: "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, registered, licensed or used which if known by or for him must have materially affected his settlement with the undersigned or debtor." Each Advocat Entity understands that the Company, the Company Bank or any other Subsidiary of the Company (facts which shall also be considered it believes to be Claims). The undersigned represents, warrants and covenants that no Claim released true at the time of making the release provided for herein has been assigned, expressly, impliedly, by operation may later turn out to be different than it believes now or at the time of law or otherwisegranting such release, and that information which is not now or then known or suspected may later be discovered. Each Advocat Entity accepts this possibility, and each Advocat Entity assumes the risk of the facts turning out to be different and new information being discovered; and each Advocat Entity further agrees that the release provided for herein shall in all Claims released hereby are owned solely by the undersigned, which has the sole authority respects continue to release thembe effective and not subject to termination or rescission because of any difference in such facts or any new information.

Releases. Upon (a) Effective immediately upon the Closingexecution of this Agreement, the undersigned hereby fullyOncor, finally on behalf of itself and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, its Affiliates and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons Representatives and insurers in their capacities as such, equityholders and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “Oncor Releasors”), hereby irrevocably and unconditionally waives, relinquishes, releases and forever discharges (i) Sharyland and its past, present or future Affiliates and their respective Representatives, equityholders, successors and assigns (collectively, the “SU Releasees”) of and (ii) SDTS and its past, present or future Affiliates and their respective Representatives, equityholders, successors and assigns (collectively, the “SDTS Releasees”), in each case, from and against any and all liabilitiescauses of actions, lossessuits, claims, demands, proceedings, damages, debts, accounts, covenants, agreementscontracts, obligationsjudgments and liabilities of any kind and nature whatsoever, costsknown or unknown, expensescurrently existing or arising in the future, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole at law or in part on any known equity, whether foreseen or unknown factsunforeseen, conductsuspected or unsuspected, activities, transactions, events existing or occurrences, matured or unmaturedinchoate, contingent or otherwiseaccrued, which have asserted or allegedly have existedunasserted, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”), that such Oncor Releasors ever had, now have or may have against any SDTS Releasee or SU Releasee, in each case, by reason of any matter, cause or thing whatsoever arising under, relating to or in connection with any of the Subject Agreements or the transactions and arrangements carried out thereunder or contemplated thereby, but excluding the Surviving Claims which shall survive indefinitely and which shall be enforceable in accordance with the applicable terms of the Tower Design License Agreement and the Undertaking. The undersigned further irrevocably releases, dischargesOncor covenants and agrees not to, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests shall cause each of the undersigned in other Oncor Releasors not to, assert any Intellectual Property of such Claim against any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law SDTS Releasees or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.SU

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, BuyerSeller, Buyer Bank, the Company Bank and all other Subsidiaries of the Company Seller Entities and BuyerBuyer Entities, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchinsurers, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for (i) compensation for services rendered that have been accrued but not yet paid in the Disclosed Claims ordinary course of business consistent with past practice or other contract rights relating to severance and employment which have been disclosed to Buyer in connection with the execution of the Merger Agreement, (ii) contract rights, underwritten loan commitments and written agreements between the undersigned and Seller or Seller Entity, (iii) certificates of deposit and (iv) any rights the undersigned has or may have under the Merger Agreement (collectively, subject only to the foregoing exceptions, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the CompanySeller, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank Seller or any other Subsidiary of the Company Seller Entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company terms herein and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, other accommodations granted to the Borrower on behalf of itself and each of them the Loan Parties, and its or their successors, assigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Eleventh Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in Law, happenedat equity or otherwise, arisen against the Agent or transpired from any Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “ClaimsReleased Parties”) arising out of, or relating to, this Amendment, the Credit Agreement, the other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). The undersigned further irrevocably releasesIn entering into this Amendment, dischargesthe Borrower on behalf of itself and each Loan Party expressly disclaims any reliance on any representations, and transfers to Buyeracts, as successor to the Company, respectively, all claims, actions and interests or omissions by any of the undersigned Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any Intellectual Property of way on any nature whatsoever createdsuch representation, developed, registered, licensed or used by or for the undersigned acts and/or omissions or the Companyaccuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the Company Bank or any other Subsidiary termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Loan Parties under or in respect of the Credit Agreement and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, other Loan Documents and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon (a) Except for the Closingrepresentations and warranties and rights and obligations under this Agreement, the undersigned hereby fullyeach party hereto, finally on his own behalf and irrevocably releases and forever discharges the Companyon behalf of its officers, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officerspartners, employeessubsidiaries, attorneys, affiliates, agents, attorneyssuccessors, representativesheirs, Subsidiarieslegal representatives and assigns (collectively, as to each party, the "Party Releasors") agrees to release and does hereby release, acquit and forever discharge each other party hereto, and such other party's officers, directors, partners, Affiliatessubsidiaries, controlling persons attorneys, affiliates, agents, successors, heirs, legal representatives and insurers in their capacities assigns (collectively, as suchto each party, the "Party Releasees") from, and their respective successors and assignsextinguishes, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligationsdamages, costs, losses, expenses, actions or commissions, actions, causes of action, rights, liabilities, obligations and chooses in action of every naturewhatever nature or type which any of the Party Releasors have, character or descriptionmay have, now accrued or which may hereafter accruehave been, without limitation and whether or not could have been, or in lawthe future otherwise might have been asserted against any of the Party Releasees by reason of, equity or otherwiserelating to, based any matter, cause, omission, act or thing whatsoever, occurring in whole or in part on or at any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date hereof, (including, without limitation, the Transaction Documents, the Securityholders Agreement dated as of April 4, 1994 by and among the Company, IBG Acquisition Corporation and certain of the closing Securityholders, and the Intercreditor, Subordination and Reimbursement Agreement dated as of April 4, 1994 by and between GHI, the Company and certain of the transactions contemplated by the Merger AgreementSecurityholders, except for the Disclosed Claims as amended (collectively, the “"Party's Claims”). The undersigned further irrevocably releases, discharges, and transfers ") but excluding: (i) the indemnification obligations of certain parties (the "Indemnitors") hereto to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the CompanyInvestor, the Company Bank or any other Subsidiary and GHI with respect to the RBS Suit (as defined in the Supplemental Agreement) as provided in Section 13 of the Company Supplemental Agreement; and (ii) any employment agreement listed on Schedule 1.5 to the Option Agreement which shall also be considered to be Claims)has not previously been terminated. The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation Each party hereby waives all rights which it may have under the provisions of law or otherwise, and that all Claims released hereby are owned solely by the undersignedCalifornia Civil Code Section 1542, which has the sole authority to release them.reads as follows:

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company mutual covenants contained herein and Buyerother accommodations granted to the Credit Parties hereunder, and their respective directorseach Credit Party, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, on behalf of itself and each of them its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Forbearance Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in Law, happenedat equity or otherwise, arisen against the Administrative Agent or transpired from any Forbearing Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “Released Parties”) arising out of, or relating to, this Agreement, the Credit Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 21 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims”). In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to provisions of this Section 21 shall survive the Company, respectively, all claims, actions and interests termination or expiration of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for Forbearance Period and the undersigned or the Company, the Company Bank or any other Subsidiary termination of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Credit Documents and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation the payment in full in cash of law all Obligations of the Credit Parties under or otherwise, in respect of the Credit Agreement and that other Credit Documents and all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon (a) Contributor hereby waives, acquits, forever discharges and releases, effective as of the Closing, on behalf of itself and each of its Controlled Affiliates (other than the undersigned hereby fully, finally Transferred Entities) and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries each of the Company and Buyer, and their respective directorspast, officers, employees, agents, attorneys, representatives, Subsidiariespresent and future stockholders, partners, Affiliates, controlling persons members and insurers in their capacities as such, Representatives and each of their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, its “Related Persons”), to the “Releasees”) of and from fullest extent permitted by Law, any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action action, damages, judgments, liabilities and rights against the Parent Parties, each of every naturetheir respective Subsidiaries and past, character or descriptionpresent and future equityholders, now accrued or which may hereafter accrue, without limitation Affiliates and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Representatives (collectively, the “Parent Related Persons”), whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that Contributor or any of its Related Persons has ever had or may now or hereafter have to the extent, and only to the extent, arising from facts, occurrences or circumstances existing at or prior to the Closing, in each case, relating to the Transferred Entities or their respective businesses, arising from or relating to this Agreement or otherwise, whether in law or in equity, in contract, in tort or otherwise, in any capacity, including any claims to any additional Interests in any Parent Party or any of their respective Subsidiaries or any distributions or payments (as consideration of services or otherwise) from any Parent Party or any of their respective Subsidiaries by reason of any matter, cause or thing whatsoever other than (i) the applicable Surviving Provisions, (ii) any obligations owed to any officer, director, manager, employee or consultant pursuant to the Organizational Documents of any of the Transferred Entities or any Employee Benefit Plan or any other compensation or retention arrangement by any Transferred Entity, any Parent Party or any of their respective Subsidiaries and (iii) any obligations under any of the other Transaction Agreements (the “Contributor Released Claims”). The undersigned further irrevocably releases, dischargesContributor agrees not to, and transfers to Buyercause its Related Persons not to, as successor assert any Proceeding against any Parent Party, Parent Related Person or Transferred Entity with respect to the CompanyContributor Released Claims. Contributor agrees that it will not (and will not cause or permit any of its Related Persons to) exercise or assert any right of contribution, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed set-off or used by or for the undersigned or the Company, the Company Bank indemnity or any other Subsidiary right or remedy (including any such rights and remedies contained in the Organizational Documents of the Company Transferred Entities) against any Parent Party, Parent Related Person or Transferred Entity in connection with any liability for any Contributor Released Claim. Notwithstanding anything herein to the contrary, this Section 11.15(a) shall not impose any restrictions or limitations on the ability of Contributor (which shall also be considered or any of its Related Persons) to be Claims). The undersigned representsexercise or assert any rights or remedies against any Parent Party, warrants Parent Related Person or Transferred Entity that may arise as a result of the ownership by Contributor or its Related Persons of any Interests in any Parent Party, Parent Related Person or Transferred Entity from and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by after the undersigned, which has the sole authority to release themClosing.

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company mutual covenants contained herein and Buyerother accommodations granted to the Credit Parties hereunder, and their respective directorseach Credit Party, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, on behalf of itself and each of them its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in law, happenedat equity or otherwise, arisen against the Administrative Agent or transpired from any Forbearing Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “Released Parties”) arising out of, or relating to, this Agreement, the Credit Agreement, the Forbearance Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 13 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims”). In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to provisions of this Section 13 shall survive the Company, respectively, all claims, actions and interests termination or expiration of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for Forbearance Period and the undersigned or the Company, the Company Bank or any other Subsidiary termination of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Credit Documents and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation the payment in full in cash of law all Obligations of the Credit Parties under or otherwise, in respect of the Credit Agreement and that other Credit Documents and all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon Except for the Closingremedies expressly for which Seller has agreed to indemnify the Indemnified Purchaser Parties under this Agreement or Seller’s special warranty of title set forth in the Assignment, at the undersigned hereby fullyClosing Purchaser, finally on its own behalf and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries on behalf of the Company other Indemnified Purchaser Parties, shall be deemed to have waived and Buyerreleased the Indemnified Seller Parties from, and their respective directorsPurchaser shall assume, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilitiesClaims and Losses the Purchaser or the Indemnified Purchaser Parties might now or subsequently may have, lossesbased on, claimsrelating to or arising out of this Agreement or Seller’s ownership, demandsuse or operation of the Acquired Assets, debtsor the condition, accountsquality, covenantsstatus or nature of the Acquired Assets, agreementsincluding rights to contribution under any Environmental Laws, obligationsbreaches of statutory and implied warranties, nuisance or other tort actions, rights to punitive damages, common law rights of contribution, any rights under insurance policies issued or underwritten by the other Party or any Affiliate of such Party and any rights under agreements between Seller and any Indemnified Seller Party, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEES OR THIRD PARTIES, but excluding, however, any remaining balance owed by Seller to any other Affiliate of Seller at the end of the Closing Date for provision of goods or services, or employment related costs, or other ordinary course of business expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time with respect to the date ownership or operation of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themAssets.

Releases. Upon (a) Effective upon the Closing, the undersigned hereby fully(i) each Seller, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries on behalf of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, itself and each of them (hereinaftertheir respective Affiliates, individually successors and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims assigns (collectively, the “ClaimsSeller Releasers”). The undersigned further , hereby knowingly, willingly, irrevocably releasesand expressly waives, dischargesacquits, remises, discharges and forever releases the Company Group, their current and former Subsidiaries, and transfers each of their respective Representatives (collectively, the “Released Parties”) from any and all Liabilities to Buyersuch Seller Releasers that arose at or prior to the Closing, or as successor a result of facts or circumstances occurring prior to the Closing, of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, accrued or unaccrued, direct or indirect, due or to become due, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, whether written or oral, or otherwise at law or in equity, which any of the Seller Releasers has had, now has, or may have in the future against the Released Parties, and (ii) each Seller, on behalf of itself and each of the Seller Releasers, hereby irrevocably agrees that it shall not, and it shall cause each such Seller Releaser not to, seek to recover any amounts in connection therewith or thereunder from any Released Party. Notwithstanding the foregoing, each Seller Releaser retains, and does not release (x) its rights and interests under this Agreement or any of the other agreements contemplated hereby and executed and delivered in connection herewith, (y) any Seller Releaser’s rights to indemnification and/or advancement of expenses in such Seller Releaser’s capacity as an officer, director or manager of the Company, respectively, all claims, actions and interests of or (z) to the undersigned in extent any Intellectual Property Seller Releaser is an employee of any nature whatsoever createdReleased Party, developed, registered, licensed or used by or any claims for ordinary course base compensation for the undersigned or payroll period which includes the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themClosing Date.

Releases. Upon a. In consideration of the Closingpayments and benefits required to be provided to the Executive under the separation agreement between the Employer, QNB Bank (the “Bank”), and the Executive, dated August 24, 2010, (the “Separation Agreement”) and after consultation with counsel, the undersigned Executive, for herself and on behalf of each of the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Releasors”), hereby fully, finally irrevocably and irrevocably unconditionally releases and forever discharges the CompanyEmployer, Buyerits subsidiaries, Buyer Bank, the Company Bank joint ventures and all other Subsidiaries of the Company and Buyeraffiliates, and their respective directors, each of its officers, employees, agentsdirectors, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchshareholders, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims agents (collectively, the “Employer Releasees”) from any and all claims (including claims for attorney’s fees), actions, causes of action, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character (collectively, “Claims”). The undersigned further irrevocably releases, dischargesincluding, without limitation, any Claims under any Federal, state, local, or foreign law, that the Executive Releasors may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer, or director of the Employer, its subsidiaries, joint ventures and other affiliates, or the termination of the Executive’s service in any and all of such relevant capacities or (ii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this Section shall not apply to (A) the payment and/or benefit obligations of the Employer or any of its subsidiaries, joint ventures, and transfers other affiliates, (collectively, the “Employer Group”) under the Separation Agreement, (B) any Claims the Executive may have under any plans or programs not covered by the Separation Agreement in which the Executive participated and under which the Executive has accrued and become entitled to Buyera benefit, including, but not limited to, certain pension and life insurance benefits, (C) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as successor a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof, (D) the Employee’s right to receive unemployment compensation which the Company acknowledges it has not and will not contest, (E) the Employee’s rights to any of her checking or savings accounts with the Company, respectivelyand (F) any rights which are not waivable by law. Except as provided in the immediately preceding sentence, the Executive Releasors further agree that the payments and benefits as required by the Separation Agreement shall be in full satisfaction of any and all claimsClaims for payments or benefits, actions and interests whether express or implied, that the Executive Releasors may have against the Employer or any member of the undersigned Employer Group arising out of the Executive’s employment relationship and the Executive’s service as an employee, officer or director of the Employer or a member of the Employer Group or the termination thereof, as applicable. Anything to the contrary notwithstanding in this Release Agreement, nothing herein shall release the Employer Releasees from any Intellectual Property claims or damages based on (i) any Claims that arise after the date of this Release Agreement, or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any nature whatsoever created, developed, registered, licensed act or used by or failure to act for which the undersigned or Employer and the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby Executive are owned solely by the undersigned, which has the sole authority to release themjointly liable.

Releases. 4.01 Upon the Closing, the undersigned hereby fully, finally Final Approval and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries transfer of ownership of the Company and BuyerLegacy Club to Plaintiff on behalf of the Settlement Class, and in consideration of the promises and covenants set forth in this Agreement, Representative Plaintiff and each Class Member, and each of their respective directorsspouses, officerschildren, employees, agents, attorneysexecutors, representatives, Subsidiariesguardians, partnersheirs, Affiliatesestates, controlling persons successors, bankruptcy estates, bankruptcy trustees, predecessors, agents and insurers in their capacities as suchassigns, and all those who claim through them or who assert claims (or could assert claims) on their respective successors and assignsbehalf, and each of them (hereinafter, individually collectively and collectivelyindividually, the “ReleaseesPlaintiff Releasing Persons”), will be deemed to have completely released and forever discharged Defendants, and each and every one of their past, present, and future predecessors, successors, partners, assigns, subsidiaries, affiliates, divisions, owners, shareholders, officers, directors, vendors, employees, attorneys, insurers, and agents (alleged or actual) of (collectively and individually, the “Defendant Released Persons”), from any and all liabilitiespast, present and future claims, counterclaims, lawsuits, set-offs, costs, losses, claimsrights, demands, debtscharges, accountscomplaints, covenantsactions, agreementscauses of action, obligations, costsor liabilities of any and every kind, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrueincluding, without limitation and whether or not in lawlimitation, equity or otherwise, based in whole or in part on any (i) those known or unknown factsor capable of being known, conduct(ii) those which are unknown but might be discovered or discoverable based upon facts other than or different from those facts known or believed at this time, activitiesincluding facts in the possession of and concealed by any of the Defendant Released Persons, transactionsand (iii) those accrued, events or occurrencesunaccrued, matured or unmaturednot matured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired all from the beginning of time to the date of world until the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Final Approval Date (collectively, the “ClaimsPlaintiff Released Rights”). The undersigned further irrevocably releases, dischargesthat arise out of and/or concern (a) any Plaintiff Released Rights that were asserted, or attempted to be asserted, in the Action; (b) conduct, acts, and/or omissions (alleged or actual) by any of the Defendant Released Persons arising from or relating in any manner to Defendants’ ownership and transfers to Buyeroperation of the Legacy Club; (c) any practice, as successor policy, and/or procedure (alleged or actual) of any of the Defendant Released Persons concerning the Legacy Club; (d) conduct, acts and/or omissions (alleged or actual) by any of the Defendant Released Persons relating to the CompanyLegacy Club; (e) all claims that were or could have been asserted in the Action arising from or relating in any manner to any conduct, respectively, all claims, actions and interests act and/or omissions (alleged or actual) by any of the undersigned Defendant Released Persons relating to the Legacy Club; (f) all claims asserted in the Action; (g) any Intellectual Property of claim or theory that any nature whatsoever created, developed, registered, licensed act or used omission by or for the undersigned or the Company, the Company Bank Defendants (or any other Subsidiary of them) arising from or relating to ownership and operation of the Company Legacy Club violates any statute, regulation, law and/or contract; and (which shall also be considered to be Claims). The undersigned representsh) any violation and/or alleged violation of state and/or federal law, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of whether common law or otherwisestatutory, and that all Claims released hereby are owned solely by arising from or relating to the undersignedconduct, which has the sole authority to release themacts, and/or omissions described in this paragraph.

Releases. Upon Effective as of the Closing, each OC Holder, on behalf of himself and his Affiliates, successors and assigns (collectively, the undersigned “Releasing Parties”), hereby fullygenerally releases, finally and irrevocably releases remises and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyerits successors and permitted assigns, and their respective directors, the current and former officers, employees, agentsdirectors, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchshareholders, and their respective successors and assigns, and each of them representatives thereof (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of from and from against any and all liabilities, losses, claims, demands, debtsLiens, accountsactions, covenantslitigation, agreementsContracts, suits, causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, actions damages, orders, requirements of applicable law, Losses and liabilities of whatever kind or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter can, shall or may exist, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured omissions occurring from any time on or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date execution and delivery of this Agreement arising out of, caused by or as a result of any rights any Releasing Party may have against the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Released Parties (collectively, the “Released Claims”); provided, however, that the foregoing release shall not apply to any rights any OC Holder may have under this Agreement or any Ancillary Agreement. The undersigned further irrevocably releasesEach OC Holder hereby represents and warrants to GTY that he has not voluntarily or involuntarily assigned, dischargespledged, encumbered or in any manner transferred or conveyed all or any portion of the Released Claims and that no Person other than such party has any interest in any Released Claims by applicable law or Contract or by virtue of any action or inaction by such party. Each OC Holder, for himself and the other Releasing Parties, hereby covenants and agrees not to sxx any of the Released Parties with regard to any of the Released Claims. Each OC Holder stipulates and agrees that such OC Holder hereby expressly waives and relinquishes to the fullest extent permitted by applicable law any and all provisions, rights and benefits conferred by applicable law of any state or territory of the United States, or principle of common law, relating to the preservation of unknown claims, including but not limited to Cal. Civ. Code § 1542 (and all other applicable law, rules and regulations which are similar, comparable, or equivalent to said code section), which 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. Notwithstanding the above-referenced provision, and transfers to Buyer, as successor to for the Company, respectively, all claims, actions purpose of implementing a full and interests complete release and discharge of the undersigned Released Parties, each OC Holder expressly acknowledges and agrees that this Agreement and this provision is in any Intellectual Property full accord, satisfaction, and discharge of any nature whatsoever created, developed, registered, licensed or used by or and all of such Released Claims and that this Agreement and this provision has been executed with the express intention of effectuating a complete extinguishment of all known and unknown claims. Each OC Holder hereby acknowledges that the inclusion of “unknown claims” in the Released Claims set forth above was separately bargained for the undersigned or the Company, the Company Bank or any other Subsidiary and was a key element of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisetransactions contemplated by, and that all Claims released hereby are owned solely by the undersignedcovenants and agreements set forth in, which has the sole authority to release themthis Agreement.

Releases. Upon Except for the Closingobligations set forth in or created by this Agreement, each of the undersigned IBC Parties and their successors and assigns hereby fully, finally irrevocably and irrevocably releases unconditionally release and forever discharges discharge each of the Company, Buyer, Buyer Bank, the Company Bank Xxxxxx Parties and Nationwide Acceptance Corporation and all other Subsidiaries of the Company their past, present and Buyerfuture heirs, and their respective directorsemployees, officers, employeesdirectors, agents, and attorneys, representatives, Subsidiaries, partners, Affiliates, controlling as well as other persons and insurers in entities acting on their capacities as suchbehalf, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all claims, liens, demands, obligations, actions, causes of action, counts, damages, liabilities, indemnification, losses, fees, costs, or expenses of any kind or nature whatsoever, (including those resulting from a claim asserted against any of the IBC Parties), that relates in any way to the Agreement and Plan of Merger, that was asserted or could have been asserted or arises out of the subject matter of the Lawsuits and the Earn Out Dispute, that relates to any breach of the Employment Agreements or Non-Competition Agreements as of the Effective Date, or that arises out of any other fact or circumstance that was known or reasonably should have been known by the IBC Parties as of the Effective Date. Except for the obligations set forth in or created by this Agreement, each of the Xxxxxx Parties and Nationwide Acceptance Corporation and their successors and assigns hereby irrevocably and unconditionally release and forever discharge each of the IBC Parties and all of their past, present and future employees, officers, directors, agents, and attorneys, as well as other persons and entities acting on their behalf, from any and all claims, liens, demands, debtsobligations, accountsactions, covenantscauses of action, agreementscounts, obligationsdamages, liabilities, indemnification, losses, fees, costs, expensesor expenses of any kind or nature whatsoever, actions (including those resulting from a claim asserted against any of the Xxxxxx Parties or causes Nationwide Acceptance Corporation), that relates in any way to the Agreement and Plan of action Merger, that was asserted or could have been asserted or arises out of every naturethe subject matter of the Lawsuits and the Earn Out Dispute, character that relates to any breach of the Employment Agreements or descriptionNon-Competition Agreements as of the Effective Date, now accrued or which may hereafter accrue, without limitation and whether that arises out of any other fact or not in law, equity or otherwise, based in whole or in part on any circumstance that was known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which reasonably should have or allegedly have existed, occurred, happened, arisen or transpired from been known by the beginning of time to the date Xxxxxx Parties as of the closing of the transactions contemplated by the Merger Agreement, Effective Date. The Parties agree that except for the Disclosed Claims (collectivelyobligations set forth in or created by this Agreement, the “Claims”). The undersigned further irrevocably releases, dischargesrelease set forth above constitutes a complete general release as to the matters released, and transfers they further understand, acknowledge and expressly agree that they are aware that they may hereafter discover facts that are different from or in addition to Buyer, as successor those which they now know or believe to be true with respect to the CompanyLawsuits, respectivelyto the Earn Out Dispute, to the Parties’ relationships, or to the matters herein released, and agree that this Agreement and the release set forth above will remain in full force and effect in all claims, actions respects notwithstanding any such different or additional facts. Each party represents and interests warrants that it has no knowledge of any claim or breach of the undersigned in any Intellectual Property Agreement and Plan of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank Merger or any other Subsidiary contract between the parties that is not within the scope of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to mutual release themset forth above.

Releases. Upon Notwithstanding anything to the contrary contained herein, effective upon the Closing, the undersigned (a) Purchaser (individually and on behalf of its Affiliates) hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank waives any and all other Subsidiaries actual or potential claims, causes of action, Legal Proceedings and/or Liabilities, of whatever kind or nature (including attorneys’ fees and costs), in law or equity, known or unknown, suspected or unsuspected, now existing or hereafter arising, whether contractual, in tort or otherwise, which Purchaser or any of its Affiliates had, have, or may have in the Company future against each Seller and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, each of its Affiliates and their respective successors and assignsassigns and all of their respective Representatives relating in any way to the Purchased Assets (including any environmental conditions, violations of Environmental Law or Releases of Hazardous Materials existing at, on, under or migrating from the Real Property) or the Assumed Liabilities and (b) each of them Seller (hereinafter, individually and collectively, the “Releasees”on behalf of its Affiliates) of hereby releases and from waives any and all liabilities, losses, actual or potential claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action action, Legal Proceedings and/or Liabilities of every naturewhatever kind or nature (including attorneys’ fees and costs), character in law or descriptionequity, known or unknown, suspected or unsuspected, now accrued existing or which may hereafter accruearising, without limitation and whether or not contractual, in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent tort or otherwise, which such Seller or Affiliate thereof had, have, or may have or allegedly have existed, occurred, happened, arisen or transpired from in the beginning future against Purchaser and each of time its Affiliates and their respective successors and assigns and all of their respective Representatives relating in any way to the date Excluded Assets or the Excluded Liabilities; provided that (i) nothing in this Agreement will constitute a release of any Person arising from conduct of such Person that is determined by a final order of a court of competent jurisdiction to have constituted an actual fraud, willful breach, knowing and intentional misrepresentation or criminal act by such Person and (ii) nothing in this Agreement will be construed to release any Person from any of its contractual obligations under this Agreement and the closing of the transactions other agreements contemplated by the Merger AgreementTransactions, except for including its obligations in respect of the Disclosed Claims (collectivelyPurchased Assets, the “Claims”). The undersigned further irrevocably releasesAssumed Liabilities, discharges, Excluded Assets and transfers to BuyerExcluded Liabilities, as successor to the Companycase may be, respectively, all claims, actions each of which will remain fully effective and interests of enforceable from and after the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themClosing Date.

Releases. A. Upon completion of General Motors' obligations under this Agreement and the ClosingPurchase Agreement, the undersigned hereby fullyUniflow, finally for itself and irrevocably releases for and on behalf of each and all of its corporate affiliates (individually and collectively, "Uniflow's Affiliates"), shall be deemed to have remised, released and forever discharges the Company, Buyer, Buyer Bank, the Company Bank discharged General Motors and all other Subsidiaries of the Company and Buyer, its corporate affiliates and their respective or collective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “Releasees”"General Motors Releases") of and from any all and all liabilitiesmanner of obligations, lossesaction and actions, claimscause and causes of actions, demandsliens, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, agreementscontracts, obligationscontroversies, costsdamages, expensesjudgments, actions claims and demands whatsoever including, without limitation, claims for indemnity, subrogation and/or contribution, in each instance in law or causes in equity and whether discovered or undiscovered, which Uniflow and the Uniflow Affiliates, or any one or more of action of every naturethem, character or descriptionever had, now accrued has or which hereafter can, shall or may hereafter accruehave, without limitation against General Motors and whether the other General Motors Releases, or not in lawany one or more of them, equity by reason of (i) the Contract or otherwiseany obligation imposed thereby or thereunder, based in whole (ii) any obligation to make payment to Uniflow and/or any Uniflow Affiliate for or in part on as a result of the provision of any known goods or unknown facts, conduct, activities, transactions, events services by Uniflow or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning any of time Uniflow's Affiliates to General Motors pursuant to the date Contract, and/or (iii) any breach by General Motors of the closing Contract, it being understood thereby that neither Uniflow nor any of Uniflow's Affiliates shall have any further obligation whatsoever to General Motors under the transactions contemplated by the Merger Contract other than those obligations set forth in this Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon Effective as of the Closing, Seller, on behalf of itself and its Affiliates, successors and assigns (collectively, the undersigned “Releasing Parties”), hereby fullygenerally releases, finally and irrevocably releases remises and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyerits successors and permitted assigns, and their respective directors, the current and former officers, employees, agentsmanagers, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchequityholders, and their respective successors and assigns, and each of them representatives thereof (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of from and from against any and all liabilities, losses, claims, demands, debtsLiens, accountsActions, covenantslitigation, agreementsContracts, suits, causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, actions damages, orders, requirements of Applicable Law, Losses and Liabilities of whatever kind or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter can, shall or may exist, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured omissions occurring from any time on or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date execution and delivery of this Agreement arising out of, caused by or as a result of any rights any Releasing Party may have against the closing Released Parties, including, but not limited to, any claims that may arise in connection with the obligations of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims directors and officers (collectively, the “Released Claims”); provided, however, that the foregoing release shall not apply to any rights Seller may have under this Agreement or any Ancillary Document. The undersigned further irrevocably releasesSeller hereby represents and warrants to Purchaser that it has not voluntarily or involuntarily assigned, dischargespledged, encumbered or in any manner transferred or conveyed all or any portion of the Released Claims and that no Person other than Seller has any interest in any Released Claims by Applicable Law or Contract or by virtue of any action or inaction by such party. Seller, for itself and the other Releasing Parties, hereby covenants and agrees not to sue any of the Released Parties with regard to any of the Released Claims. Seller stipulates and agrees that it hereby expressly waives and relinquishes to the fullest extent permitted by Applicable Laws any and all provisions, rights and benefits conferred by Applicable Laws of any state or territory of the United States, or principle of common law, relating to the preservation of unknown claims, including but not limited to Cal. Civ. Code § 1542 (and all other Applicable Laws, rules and regulations which are similar, comparable, or equivalent to said code section), which 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. Notwithstanding the above-referenced provision, and transfers to Buyer, as successor to for the Company, respectively, all claims, actions purpose of implementing a full and interests complete release and discharge of the undersigned Released Parties, Seller expressly acknowledges and agrees that this Agreement and this provision is in any Intellectual Property full accord, satisfaction, and discharge of any nature whatsoever created, developed, registered, licensed or used by or and all of such Released Claims and that this Agreement and this provision has been executed with the express intention of effectuating a complete extinguishment of all known and unknown claims. Seller hereby acknowledges that the inclusion of “unknown claims” in the Released Claims set forth above was separately bargained for the undersigned or the Company, the Company Bank or any other Subsidiary and was a key element of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisetransactions contemplated by, and that all Claims released hereby are owned solely by the undersignedcovenants and agreements set forth in, which has the sole authority to release themthis Agreement.

Releases. Upon (a) Effective upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries each of the Company and Buyer, Sellers and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons successor and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “ReleaseesSeller Releasing Parties”) shall be deemed to have remised, released and forever discharged the Company and the Subsidiaries and their respective successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) and, subject to and without in any way limiting Buyer’s obligations under this Agreement and any Buyer Document, Buyer and its successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) (collectively, the “Buyer and Company Released Parties”), of and from any and all liabilitiesclaims, actions, matters, causes of action, in law or in equity, Liabilities, suits, proceedings, arbitrations, mediations or other investigations, debts, Liens, Contracts, promises, accounts, sums of money, reckonings, bonds, bills, demands, damages, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, costs or expenses, actions whether direct or causes derivative, of action of every natureany nature whatsoever, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conductfixed or contingent, activities, transactions, events including any claim for indemnification or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims contribution (collectively, the “Claims”). The undersigned further irrevocably releases) that the Seller Releasing Parties, dischargesor any of them, now has or ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever, against the Buyer and Company Released Parties, and transfers each of them, from the beginning of time through the Closing Date, other than (i) any obligations to Buyerprovide indemnification, as successor exculpation or advancement of expenses to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed Seller Releasing Party who is or used by was an officer or for the undersigned or the Company, the Company Bank or any other Subsidiary director of the Company or any Subsidiary and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company or any Subsidiary, but in each case, solely to the extent any Losses related to such obligation are insured under the Tail Policy at no expense to the Company and the Subsidiaries, (which ii) any rights that any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or other employee compensation and unreimbursed expenses, in each case to the extent reflected in Final Closing Working Capital. Each Seller Releasing Party covenants and agrees that such Seller Releasing Party shall also be considered not commence, join in or in any manner seek relief through any suit arising out of, based upon or relating to be Claims). The undersigned represents, warrants and covenants that no any Claim released herein has been assignedhereunder, expressly, impliedly, by operation of law or otherwise, and that all in any manner assert or cause or assist another to assert any Claims released hereby are owned solely by the undersignedhereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.12 TO THE CONTRARY, which has the sole authority to release themNOTHING HEREIN SHALL BE DEEMED TO RELEASE, WAIVE, MODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

Releases. Upon (a) Effective upon the Closing, the undersigned hereby fullySeller and its administrators, finally and irrevocably releases and forever discharges the Companyexecutors, Buyertrustees, Buyer Bankbeneficiaries, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims assigns (collectively, the “ClaimsSeller Releasing Parties”). The undersigned further irrevocably releases, dischargeshereby release, forever discharge and transfers covenant not to Buyer, as successor to the Company, respectively, all claims, actions and interests sxx each of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Buyer, its Affiliates, and each of their respective individual, joint or mutual, Representatives, successors and assigns (collectively, “Seller Releasees”) from and with respect to any and all claims, dues and demands, Proceedings, causes of action, orders, obligations, Contracts and agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which the Seller Releasing Parties now have, have ever had or may hereafter have against the respective Seller Releasees on account of or arising out of any matter, cause or Occurrence occurring contemporaneously with or prior to the Closing including those pertaining to the Seller Releasing Parties’ relationships, direct and indirect, with the Company Bank (including with respect to equity ownership rights in the Company or rights arising by virtue of their status as directors, officers, partners, members, equityholders, employees or similar capacities of the Company) (collectively, the “Seller Released Claims”); provided, however, that this release shall not apply to any rights or claims of the Seller Releasing Parties which are set forth in this Agreement or any other Subsidiary Transaction Documents. EACH SELLER RELEASING PARTY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE SELLER RELEASEES, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO. Without limitation of the Company (foregoing, the Seller, on behalf of themselves and their respective Seller Releasing Parties hereby waive the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. Section 1542 of the California Civil Code provides: “A general release does not extend to claims which shall also be considered the creditor or releasing party does not know or suspect to be Claims). 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.” The undersigned representsSeller agrees not to, warrants and covenants that no Claim released herein has been assignedagrees to cause the Seller’s subsidiaries not to, expresslywhether in his, impliedlyhers or its own capacity, as successor, by operation reason of law assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Proceeding against any Seller Releasee with respect to a Seller Released Claim and waives any rights the Seller may have under any Law which provides that all Claims released hereby are owned solely by a general release does not extend to claims which any Seller Releasing Party does not know or suspect to exist in its favor at the undersignedtime of executing the release, which has if known by it may have materially affected his or its settlement thereof. The Seller (individually and on behalf of the sole authority Seller Releasing Parties) hereby acknowledges and agrees that if a Seller Releasing Party should hereafter make any claim or demand or commence or threaten to release themcommence any Proceeding against any Seller Releasee with respect to any Seller Released Claim, this Section ‎7.9 may be raised as a complete bar to any such Proceeding, and the applicable Seller Releasee may recover from such Seller Releasing Party all damages incurred in connection with such Proceeding, including attorneys’ fees.

Releases. Upon (a) Effective as of the ClosingEffective Time, each of the undersigned Noteholders, on their own behalf and on behalf of their respective Affiliates, including, without limitation, derivatively, to the fullest extent legally possible, hereby fully, finally and irrevocably releases completely and forever discharges the Companyreleases, Buyer, Buyer Bank, the Company Bank waives and all other Subsidiaries of the Company and Buyerdischarges, and their respective directorsshall be forever precluded from asserting, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demandsobligations, suits, judgments, damages, debts, accountsrights, covenants, agreements, obligations, costs, expenses, actions or causes of action and liabilities of every any kind or nature, character whether liquidated or descriptionunliquidated, now accrued fixed or which may hereafter accruecontingent, without limitation and matured or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that directly or derivatively, to the fullest extent legally possible, it has, had or may have against the Company or its Subsidiaries, or any of their or their Affiliates’ present or former directors, officers, employees, management, predecessors, members, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, representatives or agents acting in such capacity, that are based in whole or in part on any known act, omission, transaction or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time other occurrence (i) prior to the date hereof arising out of or related to such Noteholder’s status as a director, officer or employee of the closing Company or any of its subsidiaries, or (ii) prior to the Effective Time arising out of or related to any and all matters related to the Convertible Notes, including, but not limited to, such Noteholder’s status as an owner or holder of such Convertible Notes and the payment of any premium or penalty upon the occurrence of the Merger or the other transactions contemplated by the Merger Agreement pursuant to the terms of the Convertible Notes or otherwise; provided, however, that the foregoing release shall not cover (A) claims under the Stock Purchase Agreement, except for the Disclosed Claims (collectivelydated July 15, the “Claims”). The undersigned further irrevocably releases2013, discharges, by and transfers to Buyer, as successor to among the Company, respectivelyXxxxxx Clothing Holdings, all claimsInc., actions and interests such other parties set forth on the signature pages thereto, (B) if such Noteholder (or any employee, officer or designee thereof) is or was a director or officer of the undersigned in Company or any Intellectual Property Subsidiary of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, claims for indemnification under applicable Law, the Company’s or such Subsidiary’s certificate of incorporation or bylaws or other organizational documents or any indemnification agreement with the Company Bank or any its Affiliates, (C) if such Noteholder is or was an employee of the Company, claims for wages, accrued vacation and other Subsidiary employee benefits under offer letters, employment agreements or policies of the Company or its Affiliates and (which shall also be considered D) claims to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law enforce this Agreement or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themany agreement or instrument entered into pursuant hereto.

Releases. Upon (a) As of and solely upon the Closingoccurrence of the Closing Date, the undersigned Borrowers hereby fully, finally and irrevocably releases unconditionally and forever discharges release, waive and discharge all Causes of Action (as defined below) that could have been, or may be, asserted by or on behalf of any Borrower (or any Affiliate thereof) against the Company, Buyer, Buyer BankExisting Administrative Agent, the Company Bank and all other Subsidiaries of New Administrative Agent, any Consenting Lender, the Company and Buyer, New Term Lender and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, Related Parties that are based in whole or in part on any known act, omission, transaction, event, occurrence or unknown factsfacts or circumstances taking place, conductbeing omitted, activities, transactions, events existing or occurrences, matured otherwise arising on or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date of Closing Date in connection with the closing of Existing Credit Agreement or the transactions contemplated by the Merger this Agreement, except for or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection therewith or herewith, in each case to the Disclosed Claims fullest extent provided by applicable Law; provided that the foregoing release, waiver and discharge shall not include any Causes of Action (collectivelyi) to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct or (ii) to enforce this Agreement or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection herewith. The Borrowers covenant and agree that, from and after the Closing Date, the “Claims”). The undersigned further irrevocably releases, dischargesBorrowers will not, and transfers will cause each of its Affiliates not to, individually or with any other Person file or commence any such proceeding with respect to Buyerany cause of action released pursuant to this Section 6, as successor and if, notwithstanding the foregoing, any such proceeding is so commenced, then the Borrowers (or their respective Affiliate who commences such Proceeding) shall immediately cause it to be dismissed, and the CompanyConsenting Lenders or other released Person subject thereto shall have the right to be reimbursed by the Borrowers (or their respective Affiliate who commenced such proceeding) for all reasonable fees, respectivelycosts and expenses incurred in connection therewith, all claims, actions and interests of the undersigned in any Intellectual Property without limitation of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants rights and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themremedies.

Releases. Upon the Closing4.1. CardioFocus and its officers, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officersmanagers, shareholders, employees, agents, attorneysprincipals, successors, assigns, representatives, insurers, and attorneys knowingly, voluntarily, unconditionally, fully and finally release, acquit, and forever discharge Cardiogenesis, its Subsidiaries, partners, Affiliates, controlling persons all Affiliates of Cardiogenesis and insurers in their capacities as suchits Subsidiaries, and their respective successors all Parents of Cardiogenesis and its Subsidiaries, and all officers, directors, managers, shareholders, employees, agents, principals, successors, assigns, representatives, insurers, and each attorneys of them (hereinafterany of the foregoing, individually and collectivelyall purchasers, distributors, sellers, manufacturers, importers, and users of the “Releasees”) Accused Products of and from any and all claims, actions, causes of action, demands, suits, liabilities, damages, losses, claimscosts and expenses of any and every kind and nature whatsoever, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conductactual or potential, activitiessuspected or unsuspected, transactions, events fixed or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, dischargeswhich Claims have been made as of the date of this Agreement, or which might be made at any time in the future, that arise out of, or relate to, directly or indirectly, the CardioFocus Patents in Suit as defined in paragraph 2.1.1 above and/or the Accused Products as defined in paragraph 2.1.2 above, including, but not limited to: (a) any Claims related to alleged infringement, inducement of infringement, or contributory infringement of any of the claims of the CardioFocus Patents in Suit, as defined in paragraph 2.1.1 above; (b) any Claims that the Accused Products, as defined in paragraph 2.1.2 above, infringe any valid claim of any patent that is currently owned by CardioFocus, including all parents, continuations, continuations-in-part, divisionals, reissues, and transfers reexamination certificates and foreign counterparts; and (c) any Claims which by pleading, amendment, or supplement were or could be or could have been alleged in the Litigation, provided, however, that nothing in this paragraph shall be construed to Buyerrelease, as successor to acquit, or discharge Cardiogenesis from any obligation it has expressly assumed in the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themAgreement.

Releases. Upon In consideration of and in return for the Closing, the undersigned hereby fully, finally promises and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyercovenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, except as noted below, Employee does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge Xxxxx & Xxxxx and each of Xxxxx & Xxxxx’x predecessors, parents, subsidiaries, affiliates, associates, owners, divisions, related companies and business concerns, past and present, and each of them, as well as each of their respective partners, trustees, directors, officers, employeesshareholders, agents, attorneys, representativesservants and employees, Subsidiaries, partners, Affiliates, controlling persons past and insurers in their capacities as such, and their respective successors and assignspresent, and each of them (hereinafter, individually and collectively, the collectively referred to as “Releasees”) of and from any and all liabilities, losses, claims, demands, debtsliens, accountsagreements, contracts, covenants, agreementsactions, suits, causes of action, grievances, wages, vacation or PTO payments, severance payments, obligations, costscommissions, overtime payments, debts, profit sharing claims, expenses, actions damages, judgments, orders and liabilities of whatever kind or causes of action of every nature, character nature in state or description, now accrued or which may hereafter accrue, without limitation and whether or not in federal law, equity or otherwise, based in whole or in part on any whether known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Employee (collectively, the “Claims”). The undersigned further irrevocably releases, dischargeswhich Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and transfers to Buyer, as successor to without limiting the Company, respectively, all claims, actions and interests generality of the undersigned foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of Employee’s employment with Xxxxx & Xxxxx or termination of that employment; or (2) arising out of or in any Intellectual Property of way connected with any nature whatsoever createdclaim, developedloss, registereddamage or injury whatsoever, licensed known or used unknown, suspected or unsuspected, resulting from any act or omission by or for on the undersigned or the Companypart of Releasees, the Company Bank or any other Subsidiary of them, committed or omitted on or before the date this Agreement is executed by Employee. Also, without limiting the generality of the Company (which shall also be considered to be Claims)foregoing, Employee specifically releases Releasees from any claim for attorneys’ fees. The undersigned representsEMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, warrants SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT RETRAINING AND NOTIFICATION ACT, THE FAIR LABOR STANDARDS ACT, THE ILLINOIS HUMAN RIGHTS ACT, 775 ILCS 5/ et. seq.; THE CONSTITUTION OF THE STATE OF ILLINOIS, THE ILLINOIS WAGE PAYMENT AND COLLECTION ACT, 820 ILCS 115/ et. seq.; THE ILLINOIS MINIMUM WAGE LAW, 820 ILCS 105/4 et. seq.; THE STATUTORY PROVISION PROHIBITING DISCRIMINATION AND/OR RETALIATION UNDER SECTION 4(H) OF THE ILLINOIS WORKERS’ COMPENSATION ACT, 820 ILCS 305/et. seq.; AND SIMILAR DOCTRINES WHICH ARE JUDICIALLY-RECOGNIZED EXCEPTIONS TO THE EMPLOYMENT-AT-WILL DOCTRINE IN ILLINOIS, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee acknowledges and covenants agrees that no Claim released herein Employee has been assignedproperly paid for all hours worked, expresslythat Employee has not suffered any on-the job injury for which Employee has not already filed a claim, impliedlythat Employee has been properly provided any leave of absence because of Employee’s, by operation of law or otherwisea family member’s, serious health condition, and that all Claims released hereby are owned solely Employee has not been subjected to any improper treatment, conduct or actions due to or related to Employee’s request, if any, or Employee’s taking of, any leave of absence because of Employee’s own, or a family member’s serious health condition. This Release does not apply to any claim that, as a matter of law cannot be released, including but not limited to claims for unemployment insurance benefits and/or workers’ compensation claims. This Release also does not preclude Employee from filing suit to challenge Xxxxx & Xxxxx’x compliance with the waiver requirements of the Age Discrimination in Employment Act, as amended by the undersignedOlder Workers Benefit Protection Act. This Agreement does not include rights or claims that may arise after the date Employee executes this Agreement. Except as described below, which has Employee agrees and covenants not to file any suit, charge, or complaint against Releasees in any court or administrative agency, with regard to any claim, demand, liability or obligation arising out of Employee’s employment with Xxxxx & Xxxxx, or separation there from. Employee further represents that no claims, complaints, charges, or other proceedings are pending in any court, administrative agency, commission or other forum relating directly or indirectly to your employment with, or separation from, Xxxxx & Xxxxx. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with the sole authority Equal Employment Opportunity Commission (“Commission”) and/or National Labor Relations Board (“NLRB”) or other federal, state, or local agency or participating in any investigation or proceeding conducted by such administrative agencies. However, Employee is waiving any claim Employee may have to release themreceive monetary damages in connection with any Commission and/or NLRB or other agency proceeding concerning matters covered by this Agreement.

Releases. Upon Effective as of the ClosingPetition Date, each of the undersigned Debtors and the Debtors’ estates, on its own behalf and on behalf of its and their respective past, present and future predecessors, successors, heirs, subsidiaries, and assigns, hereby fullyabsolutely, finally unconditionally and irrevocably releases and forever discharges and acquits the Company, Buyer, Buyer BankFirst Lien Ad Hoc Group Members, the Company Bank and all other Subsidiaries of Revolving Credit Lenders, the Company and BuyerPrepetition Agent, the DIP Secured Parties, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and each of their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “ReleaseesReleased Parties”), from any and all obligations and liabilities to the Debtors (and their successors and assigns) of and from any and all liabilities, losses, claims, counterclaims, demands, defenses, offsets, debts, accounts, covenantscontracts, agreements, obligations, costs, expensesliabilities, actions or and causes of action arising prior to the Petition Date of every natureany kind, character nature or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent known or otherwiseunknown, which have asserted or allegedly have existedunasserted, occurredforeseen or unforeseen, happenedaccrued or unaccrued, arisen suspected or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreementunsuspected, except for the Disclosed Claims liquidated or unliquidated, pending or threatened, arising in law or equity, upon contract or tort or under any state or federal law or otherwise (collectively, the “Released Claims”). The undersigned further irrevocably releases, dischargesin each case arising out of or related to (as applicable) the Prepetition Loan Documents, the DIP Credit Documents, the obligations owing and the financial obligations made thereunder, the negotiation thereof and of the transactions and agreements reflected thereby, and transfers to Buyerthe obligations and financial obligations made thereunder, as successor in each case that the Debtors at any time had, now have or may have, or that their predecessors, successors or assigns at any time had or hereafter can or may have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the Companydate of this Interim Order; provided that the releases set forth in this Section shall not release any claims against a Released Party or liabilities that a court of competent jurisdiction determines results from the bad faith, respectivelyfraud, all claimsgross negligence or willful misconduct of such Released Party. For the avoidance of doubt, actions and interests of nothing in this release shall relieve the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned DIP Secured Parties or the Company, Debtors of their obligations under the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themDIP Credit Documents.

Releases. Upon Effective as of the Closing, the undersigned Sellers hereby fullyrelease Buyer and its Affiliates, finally and irrevocably releases and forever discharges the Companyequityholders, Buyerdirectors, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directorsmanagers, officers, employees, agents, attorneys, representatives, Subsidiariesmembers, partners, Affiliateslimited partners, controlling persons agents and insurers representatives of Buyer and its Affiliates (collectively, the “Buyer Released Parties”) from any and all Liabilities, actions, rights of action, contracts, indebtedness, obligations, Claims, causes of action, suits, damages, demands, costs, expenses and attorneys’ fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, in their capacities as suchall circumstances arising prior to Closing, that any Seller or its respective Affiliates and their all such Persons’ respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly may have existedagainst any of Buyer Released Parties; provided, occurredthat the foregoing shall not release any rights under this Agreement and other agreements contemplated hereby which expressly survive Closing; and (ii) Buyer and the Acquired Companies hereby release Sellers and their respective Affiliates, happenedequityholders, arisen or transpired from the beginning directors, managers, officers, employees, members, partners, limited partners, agents and representatives of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Sellers and their respective Affiliates (collectively, the “Sellers Released Parties”) from any and all Liabilities, actions, rights of action, contracts, indebtedness, obligations, Claims”). The undersigned further irrevocably releases, dischargescauses of action, suits, damages, demands, costs, expenses and transfers attorneys’ fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, in all circumstances arising prior to BuyerClosing, as successor to that Buyer and any Acquired Company or their respective Affiliates and all such Persons’ respective successors and assigns, have or may have against any of Sellers Released Parties; provided, that the Company, respectively, all claims, actions foregoing shall not release any rights under this Agreement and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (agreements contemplated hereby which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themexpressly survive Closing.

Releases. Upon Effective as of the Closing, each Seller, on such Seller’s own behalf and on behalf of each Seller’s Affiliates, including without limitation derivatively, to the undersigned fullest extent legally possible, hereby fully, finally and irrevocably releases completely and forever discharges the Companyreleases, Buyer, Buyer Bank, the Company Bank waives and all other Subsidiaries of the Company and Buyerdischarges, and their respective directorsshall be forever precluded from asserting, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilitiesclaims, lossesobligations, claimssuits, judgments, damages, demands, debts, accountsrights, covenants, agreements, obligations, costs, expenses, actions or causes of action and liabilities, of every any kind or nature, character whether liquidated or descriptionunliquidated, now accrued fixed or which may hereafter accruecontingent, without limitation and matured or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in law, equity or otherwise, that each Seller and/or its Affiliates, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against Buyer, the Company, their respective subsidiaries and their respective present or former directors, officers, employees, management, predecessors, successors, members, stockholders, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, representatives and agents acting in such capacity, that are based in whole or in part on any known act, omission, transaction or unknown facts, conduct, activities, transactions, events other occurrence taking place on or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date of the closing of the transactions contemplated by the Merger AgreementClosing Date, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyerother than, as successor applicable, (i) accrued but unpaid compensation, perquisites or other benefits due to any Affiliate of any Seller as an employee of, or vendor or independent contractor to, the Company, respectively, all claims, actions and interests of the undersigned in (ii) any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank rights under this Agreement or any other Subsidiary Transaction Document to which any Seller is entitled, or (iii) any rights of directors and officers of the Company (to indemnification and exculpation pursuant to the organizational documents of the Company. In making this waiver, each Seller acknowledges that it may hereafter discover facts in addition to or different from those which shall also be considered such Seller now believes to be Claimstrue with respect to the subject matter released herein, but agrees that such Seller has taken that possibility into account in reaching this Agreement and as to which such Seller expressly assumes the risk. THE PROVISIONS IN THIS SECTION 6.3 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT, OR FUTURE CLAIMS OR LAWS (INCLUDING ANY PAST, PRESENT, OR FUTURE ENVIRONMENTAL LAW (INCLUDING, BUT NOT LIMITED TO CERCLA). The undersigned represents, warrants and covenants that no Claim released herein has been assignedOCCUPATIONAL SAFETY AND HEALTH LAW, expresslyOR PRODUCTS LIABILITY, impliedlySECURITIES, by operation of law or otherwiseOR OTHER LAW) AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM RELIEF IS SOUGHT) ALLEGES OR PROVES THE SOLE, and that all Claims released hereby are owned solely by the undersignedCONCURRENT, which has the sole authority to release themCONTRIBUTORY, OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING RELIEF, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING RELIEF.

Releases. Upon As of the Closing, the undersigned Seller does hereby fullyfor itself and its Affiliates remise, finally and irrevocably releases release, acquit and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of discharge the Company and Buyer, the Subsidiary and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “Releasees”"COMPANY RELEASED PARTIES") of and from any and all liabilities, losses, claims, demands, debtsliabilities, accountsresponsibilities, covenantsdisputes, agreements, obligations, costs, expenses, actions or causes of action and obligations of every naturenature whatsoever, character liquidated or descriptionunliquidated, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrencesunknown, matured or unmatured, contingent fixed or otherwisecontingent, which Seller and its Affiliates now have, own or hold or have at any time previously had, owned or allegedly have existedheld against the Company Released Parties in respect of (i) any contract, occurredagreement or obligation with Seller or its Affiliates that is not listed on Schedule 10.10 hereto (it being understood that those contracts, happenedagreements and obligations listed on Schedule 10.10 hereto shall not be released) or (ii) any other obligation or liability, arisen including without limitation all liabilities created as a result of the sole or transpired from contributory negligence, gross negligence and willful acts of any Company Released Party, existing as of the beginning of time Closing or relating to any matter that occurred on or prior to the date Closing; provided, however, that any claims, liabilities, debts or causes of action that may arise in the connection with the failure of any of the closing parties hereto to perform any of their obligations hereunder or under any other agreement relating to the transactions contemplated hereby or from any breaches by any of them of any representations or warranties herein or in connection with any of such other agreements shall not be released or discharged pursuant to this Agreement. Seller represents and warrants that it has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions demands, liabilities, responsibilities, disputes, causes of action or obligations released in this Section 10.7. Seller covenants and interests agrees that it will not assign or transfer to any Person or entity whatsoever all or any part of the undersigned in any Intellectual Property of any nature whatsoever createdclaims, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.demands,

Releases. Upon Effective as of the Closing, each Sherpa Holder, on behalf of himself and his Affiliates, successors and assigns (collectively, the undersigned “Releasing Parties”), hereby fullygenerally releases, finally and irrevocably releases remises and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyerits successors and permitted assigns, and their respective directors, the current and former officers, employees, agentsdirectors, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchshareholders, and their respective successors and assigns, and each of them representatives thereof (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of from and from against any and all liabilities, losses, claims, demands, debtsLiens, accountsactions, covenantslitigation, agreementsContracts, suits, causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, actions damages, orders, requirements of applicable law, Losses and liabilities of whatever kind or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter can, shall or may exist, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured omissions occurring from any time on or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date execution and delivery of this Agreement arising out of, caused by or as a result of any rights any Releasing Party may have against the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Released Parties (collectively, the “Released Claims”); provided, however, that the foregoing release shall not apply to any rights any Sherpa Holder may have under this Agreement or any Ancillary Agreement. The undersigned further irrevocably releasesEach Sherpa Holders hereby represents and warrants to GTY that he has not voluntarily or involuntarily assigned, dischargespledged, encumbered or in any manner transferred or conveyed all or any portion of the Released Claims and that no Person other than such party has any interest in any Released Claims by applicable law or Contract or by virtue of any action or inaction by such party. Each Sherpa Holder, for himself and the other Releasing Parties, hereby covenants and agrees not to sxx any of the Released Parties with regard to any of the Released Claims. Each Sherpa Holders stipulates and agrees that the Sherpa Holders hereby expressly waives and relinquishes to the fullest extent permitted by applicable law any and all provisions, rights and benefits conferred by applicable law of any state or territory of the United States, or principle of common law, relating to the preservation of unknown claims, including but not limited to Cal. Civ. Code § 1542 (and all other applicable law, rules and regulations which are similar, comparable, or equivalent to said code section), which 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. Notwithstanding the above-referenced provision, and transfers to Buyer, as successor to for the Company, respectively, all claims, actions purpose of implementing a full and interests complete release and discharge of the undersigned Released Parties, each Sherpa Holder expressly acknowledges and agrees that this Agreement and this provision is in any Intellectual Property full accord, satisfaction, and discharge of any nature whatsoever created, developed, registered, licensed or used by or and all of such Released Claims and that this Agreement and this provision has been executed with the express intention of effectuating a complete extinguishment of all known and unknown claims. Each Sherpa Holder hereby acknowledges that the inclusion of “unknown claims” in the Released Claims set forth above was separately bargained for the undersigned or the Company, the Company Bank or any other Subsidiary and was a key element of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisetransactions contemplated by, and that all Claims released hereby are owned solely by the undersignedcovenants and agreements set forth in, which has the sole authority to release themthis Agreement.

Releases. Upon (a) Notwithstanding anything in the Closing, TRA or LLC Agreement to the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries contrary (including Section 4.1 of the Company TRA): each TRA Holder, on behalf of itself and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, its controlled Affiliates and their respective successors and assigns, and each hereby (i) agrees that the payment of them (hereinafterthe Early Termination Payment due to such TRA Holder under Section 4.5 of the TRA, individually and collectivelyas amended by this Amendment, shall constitute the “Releasees”) full satisfaction of and from any and all liabilitiesamounts or other payment obligations to which such TRA Holder was, lossesis or would be entitled under the TRA, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on the Corporation and the Company shall be automatically released from any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time other obligation to make payments to such TRA Holder pursuant to the date TRA and (ii) irrevocably waives, acquits, remises, discharges and forever releases each of the closing Corporation, the Company, the Agent, each of the transactions contemplated by the Merger Agreementtheir respective Affiliates, except for the Disclosed Claims and their respective successors, equityholders, directors, managers, officers and employees (collectively, the “ClaimsCorporation Released Parties”). The undersigned further irrevocably releases) from and against (x) all liabilities and obligations of any kind or nature whatsoever arising with respect to the TRA or this Amendment, dischargeswhether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and transfers to Buyerwhether arising under any applicable law, as successor to contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at law or in equity, and each signatory hereto, on behalf of itself and its controlled Affiliates and their respective successors and assigns, further covenants that it shall not institute or participate in any administrative proceeding, suit or action, at law or in equity, against any Corporation Released Party by reason of any claim released in this Section 4 and (y) any claims with respect to, in connection with, or arising out of, the Companycalculation, respectively, all claims, actions and interests determination or amount of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank Early Termination Payment or any other Subsidiary amount paid or payable under the TRA prior to the date of this Amendment (including any amounts previously due and payable but unpaid as of the Company (which shall also be considered date of this Amendment and any amounts due for any Taxable Year ending prior to, with or including the Early Termination Date), in each case, except for such TRA Holder’s right to be Claims)receive the Early Termination Payment as established pursuant to this Amendment and such TRA Holder’s other rights under this Amendment. The undersigned represents, warrants It is understood and covenants agreed that no Claim the Corporation Released Parties may plead and invoke the releases provided in this Amendment as a defense to any claims released herein has been assigned, expressly, impliedly, in this Section 4 brought by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release thema signatory hereto.

Releases. Upon the Closingeffectiveness of this Agreement, each of the Seller and the Servicer (each such party being referred to as a "Releasing Party") shall be deemed to have (a) released and forever discharged each of the Purchaser, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, Agents and their respective directorssubsidiaries, agents, employees, officers, employees, agentsdirectors, attorneys, representativesaffiliates, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “Releasees”"Released Parties") of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costsindebtedness, expensesliens, actions or causes of action and rights of every natureany kind, character or descriptionnature whatsoever, now accrued whether known or which may hereafter accrueunknown, without limitation whether fixed or contingent, and whether liquidated or not in lawunliquidated, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which that such Releasing Party may have or allegedly claim to have existed, occurred, happened, arisen against any such Released Party and which arises out of or transpired from the beginning is connected in any way with any action of time commission or omission of any Released Party existing or occurring on or prior to the date of this Agreement, including without limitation any claims, liabilities or obligations relating to or arising out of or in connection with the closing Purchase Agreement or any of the other Related Documents or any of the transactions contemplated by the Merger AgreementPurchase Agreement or any of the other Related Documents, except for from the Disclosed Claims beginning of time until the execution and delivery of this Agreement (collectively, the “"Released Claims”). The undersigned further irrevocably releases") and (b) agrees forever to refrain from commencing, dischargesinstituting or prosecuting any law suit, action or other proceeding against any of the Released Parties with respect to any of such Released Claims; provided, however, that the Released Claims do not include, and transfers to Buyer, as successor to the Company, respectively, all claims, actions releases and interests of the undersigned covenants-not-to-sue set forth in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Companythis Section 4 shall not apply to, the Company Bank Released Parxxxs' respective representations, warranties, covenants and other obligations under this Agreement or any other Subsidiary of obligations under the Company (Purchase Agreement which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themsurvive termination thereof as provided in Section 3.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the CompanySeller, First Green Bank, Buyer, Buyer Bank, the Company Seacoast National Bank and all other Subsidiaries of the Company Seller entities and BuyerBuyer entities, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the CompanySeller, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the CompanySeller, the Company First Green Bank or any other Subsidiary of the Company Seller entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon the ClosingEach Selling Stockholder and Surrendering Optionee, for itself and its Affiliates, heirs, personal representatives, successors and assigns (collectively, the undersigned "RELEASORS"), hereby fully, finally forever fully and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective predecessors, successors, subsidiaries, affiliated entities and past and present stockholders (direct and indirect), directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them representatives (hereinafter, individually and collectively, the “Releasees”"RELEASED PARTIES") of and from any and all liabilitiesactions, lossessuits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, obligationscontroversies, promises, damages, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, without limitation, claims for damages, costs, expenses, actions and attorneys', brokers' and accountants' fees and expenses) that the Releasors can, will or causes may have against the Released Parties in each case related to or arising from such Selling Stockholder's relationship to the Company as security holder (but not in any other capacity, including as a holder of action of every naturea promissory note), character whether known or descriptionnot known, suspected or unsuspected, unanticipated as well as anticipated and that now accrued exist or which may hereafter accrue, without limitation and whether accrue based on matters now known or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”"RELEASED CLAIMS"); provided, however, that Released Claims shall not include claims arising out of this Agreement. The undersigned further Selling Stockholders and Surrendering Optionees hereby irrevocably releasesagree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, dischargesaction, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Released Claim. This release will be effective at, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Companynot prior to, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themClosing.

Releases. Upon the ClosingThe Seller (for itself and its heirs, the undersigned hereby fully, finally and irrevocably assigns or executors) releases and forever discharges Buyer and all of its Subsidiaries (including the Company, Buyer, Buyer Bank, the Company Bank ) and all other Subsidiaries of the Company and BuyerAffiliates, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons equityholders and insurers in their capacities as such, and their respective successors and assigns, and each of them employees (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of and from any and all liabilitiesclaims, losses, claimssuits, demands, debtscauses of action, accountscontracts, covenants, agreementsobligations, obligationsdebts, costs, expenses, actions attorneys’ fees, liabilities of whatever kind or causes of action of every naturenature in law or equity, character by statute, court order, stipulation or descriptionotherwise whether now known or unknown, now accrued absolute or which may hereafter accruecontingent, without limitation liquidated or unliquidated, suspected or unsuspected, and whether or not in law, equity concealed or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims hidden (collectively, the “Claims”). The undersigned further irrevocably releases, dischargeswhich have existed or may have existed, or which do exist, through the date hereof of any kind, by reason of any matter, cause, act, omission or thing whatsoever existing or occurring prior to the Closing, except those Claims (i) arising under this Agreement, the other Transaction Documents, the transactions contemplated herein and transfers therein, (ii) relating to Buyerfraud or intentional misrepresentation, (iii) arising under the 4302 Lease, as successor amended, (iv) any entitlement to the Companysalary or other compensation or benefits, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed earned or used accrued by or for the undersigned benefit of the Seller (or its Affiliates) prior to the Closing in respect of services performed by the Seller (or its Affiliates) as an officer or employee of the Company, the Company Bank or any other Subsidiary (v) to be indemnified as an officer, director or employee of the Company under (which shall also be considered to be Claims)a) the California Corporations Code, (b) the Company’s articles of incorporation or bylaws, or similar organizational documents and indemnification agreements, if any, or (c) any directors’ and officers’ liability insurance policy maintained by the Company or its Affiliates. The undersigned representsSeller understands that this is a full and final release of all claims, warrants demands, causes of action and covenants liabilities of any nature whatsoever, whether or not known, suspected or claimed, that no Claim could have been asserted in any legal or equitable proceeding against the Released Parties by reason of any matter, cause, act, omission or thing whatsoever existing or occurring prior to the Closing, except as expressly set forth in this Section. The Seller represents that it is not aware of any such claim, lien or cause of action. To the extent permitted by law, the Seller expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, including, without limitation, California Civil Code Section 1542, which 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. The Seller understands the significance of its release of unknown claims and its waiver of statutory protection against a release of unknown claims. Such released herein has been assignedclaims include, expresslywithout in any way limiting the generality of the foregoing language, impliedlyany and all claims of employment discrimination under any local, by operation of state, or federal law or otherwiseordinance, including, without limitation, Title VII or the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; or the Age Discrimination in Employment Act of 1967, as amended; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and that all Claims released hereby are owned solely Medical Leave Act of 1993; the Civil Rights Act of 1966, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters. The Seller, if applicable, shall cause his spouse to join in any applicable releases as may be reasonably requested by the undersigned, which has the sole authority to release themBuyer.

Releases. Upon As of the Closing, the undersigned each Seller hereby fully, finally fully and irrevocably releases releases, acquits and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, the Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of their respective past, present and future officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, representatives, employees, principals, agents, Affiliates, parents, subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, lossesactions, claims, demandscounterclaims, debtssuits, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action action, judgments, damages, demands and liabilities, of every naturekind and nature whatsoever, character including taxes (including taxes under Sections 409A and 4999 of the Code), past, present or descriptionfuture, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole at law or in part on any equity, whether known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedunknown, contingent or otherwise, which have relating to or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date arising out of the closing ownership or acquisition of the transactions contemplated by Initial Closing Shares, Ricci Shares or Option Shares or the Merger Agreementbusiness and affairs of the Company and the Subsidiaries, except for in each case, which any such Seller had, has or may have had at any time in the Disclosed Claims past until and including the Closing Date, including any claims regarding the allocation and distribution of the Purchase Price (collectively, the “Released Claims”). Notwithstanding the foregoing, the Released Claims shall not include (i) exculpation and indemnification rights set forth in the Company’s or any Subsidiary’s charter documents or any written indemnification agreement, to the extent described on the attached D&O Indemnification Schedule, (ii) any amounts due such Seller for compensation or expense reimbursement, (iii) any vested and accrued interest of such Seller in, or benefit to such Seller under, any Employee Benefit Plan, (iv) rights arising under any Transaction Document, other than any claims regarding the allocation and distribution of the Purchase Price or (v) rights under directors and officers insurance policies and Section 5.10 hereof. The undersigned further irrevocably releases, discharges, acquittals and transfers to Buyer, as successor to discharges in this Section 5.18 are conditioned on the Company, respectively, all claims, actions and interests consummation of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themClosing.

Releases. Upon (a) Effective upon the Closing, the undersigned hereby fully, finally Sellers’ Representative and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as sucheach Seller, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “ReleaseesSeller Releasing Parties”) shall be deemed to have remised, released and forever discharged the Company and the Subsidiaries and their respective successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) and, subject to and without in any way limiting Buyer’s obligations under this Agreement and any Buyer Document, Buyer and its successors, officers, directors and employees (and each of their respective heirs, executors and administrators acting in such capacities) (collectively, the “Buyer and Company Released Parties”), of and from any and all liabilitiesClaims that the Seller Releasing Parties, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes any of action of every nature, character or descriptionthem, now accrued has or which ever had, or hereafter can, shall or may hereafter accruehave, without limitation for, upon or by reason of any matter, cause or thing whatsoever, against the Buyer and whether or not in lawCompany Released Parties, equity or otherwiseand each of them, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time through the Closing Date, other than (i) any obligations to the date provide indemnification, exculpation or advancement of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers expenses to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed Seller Releasing Party who is or used by was an officer or for the undersigned or the Company, the Company Bank or any other Subsidiary director of the Company and the Subsidiaries and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company and the Subsidiaries, but in each case, solely to the extent any Losses related to such obligation are insured by the Company or the Subsidiaries’ insurance policies at no expense to the Company and the Subsidiaries, and (which ii) any rights that any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or other employee compensation and unreimbursed expenses, in each case to the extent reflected in Balance Sheet. Each Seller Releasing Party covenants and agrees that such Seller Releasing Party shall also be considered not commence, join in or in any manner seek relief through any suit arising out of, based upon or relating to be Claims). The undersigned represents, warrants and covenants that no any Claim released herein has been assignedhereunder, expressly, impliedly, by operation of law or otherwise, and that all in any manner assert or cause or assist another to assert any Claims released hereby are owned solely by the undersignedhereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.6 TO THE CONTRARY, which has the sole authority to release themNOTHING HEREIN SHALL BE DEEMED TO RELEASE, WAIVE, MODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, BuyerSeller, Buyer Bank, the Company Bank and all other Subsidiaries of the Company Seller Entities and BuyerBuyer Entities, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchinsurers, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for (i) compensation for services rendered that have been accrued but not yet paid in the Disclosed Claims ordinary course of business consistent with past practice or other contract rights relating to severance and employment which have been disclosed to Buyer in connection with the execution of the Merger Agreement, (ii) contract obligations or rights, underwritten loan commitments and written agreements between the undersigned and Seller or Seller Entity, or other obligations related to a loan relationship between the undersigned and Seller or Seller Entity, (iii) deposits, including certificates of deposit and (iv) any rights the undersigned has or may have under the Merger Agreement (collectively, subject only to the foregoing exceptions, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the CompanySeller, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank Seller or any other Subsidiary of the Company Seller Entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon the Closing(a) Seller, for itself and on behalf of Seller’s affiliates, successors and assigns, shareholders, officers, directors, employees, contractors, affiliates, agents and their successors and assigns (collectively, the undersigned “Seller Releasors”) hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer BankBuyer’s and the Company’s respective members, the Company Bank and all other Subsidiaries of the Company and Buyershareholders, and their respective directorsmanagers, officers, employeesdirectors, contractors, affiliates, heirs, successors, predecessors, assigns, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchthe Company’s post-Closing shareholders, and their respective successors and assignsall persons acting by, and through or under each of them (hereinafter, individually and collectively, the “Buyer Releasees”) ), of and from any and all liabilitiesClaims, losses, any claims, demandsallegations and/or assertions in the Lawsuit, any and all other matters and claims related to the Lawsuit and/or asserted against the Company, Buyer and/or Dxxxxx Xxxxx and any and all other claims, debts, accountsobligations and liabilities, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedunknown, contingent or otherwisenon-contingent, which have at law or allegedly have existedin equity, occurredwhether direct or derivative, happenedin each case directly or indirectly arising from or in connection with, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreementrelating to, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank Company’s business, the Shares or any other Subsidiary agreements or obligations of the Company (and/or Seller’s ownership of the Company or resulting from Seller or any of its Related Parties having been a director, officer or employee of the Company, which the Seller Releasors or any of them now have or had or may hereafter have against either the Company or the Buyer Releasees, or any them; provided, however, that nothing in this Section 9(a) shall also terminate or release Buyer’s obligations to Seller under this Agreement. Seller shall not and shall cause the Seller Releasors to not disparage the Buyer Releasees to third parties or in public or otherwise take any action or make any comment that would harm in any way the goodwill, business or reputation of the Buyer Releasees. Seller, for itself and on behalf of Seller Releasors agrees not, directly or indirectly, to bring, or assist or cooperate in bringing, any claims released hereunder, and further agrees that this release is, will constitute, and may be considered pleaded as, a bar to be Claims)any such released claims. The undersigned representsNeither the execution nor delivery of this Agreement nor the payment of any consideration by any person incident to this release is an admission of any wrongdoing whatsoever on the part of any party, warrants including, but not limited to, with respect to the Claims and covenants the Lawsuit. Seller, for itself and on behalf of Seller Releasors acknowledges that no Claim released herein has been assigned, expressly, impliedly, by operation remedy of law may be adequate to compensate the injured party for a violation of this Section and each of them hereby agrees that, in addition to any legal or otherwiseother rights that may be available in the event of a breach hereunder, the injured party may seek equitable relief to enforce this Section in any court of competent jurisdiction. In any such action brought by any Seller Releasor, such party shall be entitled to recover reasonable attorneys’ fees, court costs and that expenses through and including all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themappeals.

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company terms herein and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, other accommodations granted to the Borrower on behalf of itself and each of them the Loan Parties, and its or their successors, assigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Ninth Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in Law, happenedat equity or otherwise, arisen against the Agent or transpired from any Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “ClaimsReleased Parties”) arising out of, or relating to, this Amendment, the Credit Agreement, the other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). The undersigned further irrevocably releasesIn entering into this Amendment, dischargesthe Borrower on behalf of itself and each Loan Party expressly disclaims any reliance on any representations, and transfers to Buyeracts, as successor to the Company, respectively, all claims, actions and interests or omissions by any of the undersigned Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any Intellectual Property of way on any nature whatsoever createdsuch representation, developed, registered, licensed or used by or for the undersigned acts and/or omissions or the Companyaccuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the Company Bank or any other Subsidiary termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Loan Parties under or in respect of the Credit Agreement and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, other Loan Documents and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the CompanyCLBH, Buyer, Buyer Bank, the Company Bank FBNC and all other Subsidiaries of the Company and BuyerFBNC Entities, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchinsurers, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for (i) compensation for services rendered that have been accrued but not yet paid in the Disclosed Claims ordinary course of business consistent with past practice or other contract rights relating to severance and employment which have been disclosed to FBNC in connection with the execution of the Merger Agreement, (ii) contract rights, underwritten loan commitments and written agreements between the undersigned and CLBH, (iii) certificates of deposit and (iv) any other rights the undersigned has or may have under the Merger Agreement (collectively, subject only to the foregoing exceptions, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to BuyerFBNC, as successor to the CompanyCLBH, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank CLBH or any other Subsidiary of the Company CLBH Entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon (a) On the Closingdate hereof, the undersigned hereby fullyXxxxxxxxxxx Affiliates, finally in consideration of good and irrevocably valuable consideration received and to be received from the Company hereunder, the sufficiency of which is acknowledged, releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and BuyerXxxxx Partners, and their respective directorscurrent and former parents, divisions, subsidiaries and affiliates and each and all of their current and former assigns, officers, directors, stockholders, employees, representatives, agents, attorneysand attorneys and each and all of their respective heirs, personal representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims assigns (collectively, the “ClaimsCompany Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, whether at law or in equity or otherwise, whether known or unknown, which he or his heirs, personal representatives, successors and assigns had, have or may hereafter have against the Company Releasees for, on or by reason of any matter of any nature whatsoever, from the beginning of the world up to and including the date of this Settlement Agreement, except this release shall not apply to any right, claim, cause of action or injury related to the Excluded Matters (as defined below). Nothing herein shall be construed as an admission by any Company Releasee that any Xxxxxxxxxxx Affiliate has any claim against it. The undersigned Xxxxxxxxxxx Affiliates and their respective heirs, personal representatives, successors and assigns further irrevocably releaseswaive any and all manner of notice, dischargesknowledge or discovery of any and all such actual or alleged claims or cause of action. The Excluded Matters are the Xxxxxxxxxxx Affiliates’: (1) rights to indemnification, defense and transfers to Buyer, as successor to insurance under (i) the existing director and officer indemnification agreement entered into between Xx. Xxxxxxxxxxx and the Company, respectivelyand (ii) the certificates of incorporation, all claims, actions and interests bylaws or comparable organizational documents of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary Xxxxx Partners and their respective subsidiaries and affiliates; (2) enforcement of this Settlement Agreement; (3) enforcement of the Company Stockholders Agreement; and (which shall also be considered to be Claims). The undersigned represents4) co-investments in Portfolio Companies, warrants and covenants that no Claim released herein has been assignedincluding the following limited liability company agreements: Xxxxx Chuy’s Co-Investors LLC; Xxxxx LOH Co-Investors LLC; Xxxxx Intermix Co-Investors LLC; Xxxxx Xxxx Co-Investors LLC; Xxxxx Rad Co-Investors, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themLLC; Xxxxx Bowling Co-Investors LLC; Generation Green Co-Investors LLC.

Releases. Upon (a) Effective upon the Closing, the undersigned hereby fullySeller and its administrators, finally and irrevocably releases and forever discharges the Companyexecutors, Buyertrustees, Buyer Bankbeneficiaries, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims assigns (collectively, the “ClaimsSeller Releasing Parties”). The undersigned further irrevocably releases, dischargeshereby release, forever discharge and transfers covenant not to Buyer, as successor to the Company, respectively, all claims, actions and interests xxx each of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Buyer, its Affiliates, and each of their respective individual, joint or mutual, Representatives, successors and assigns (collectively, “Seller Releasees”) from and with respect to any and all claims, dues and demands, Proceedings, causes of action, orders, obligations, Contracts and agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which the Seller Releasing Parties now have, have ever had or may hereafter have against the respective Seller Releasees on account of or arising out of any matter, cause or Occurrence occurring contemporaneously with or prior to the Closing including those pertaining to the Seller Releasing Parties’ relationships, direct and indirect, with the Company Bank (including with respect to equity ownership rights in the Company or rights arising by virtue of their status as directors, officers, partners, members, equityholders, employees or similar capacities of the Company) (collectively, the “Seller Released Claims”); provided, however, that this release shall not apply to any rights or claims of the Seller Releasing Parties which are set forth in this Agreement or any other Subsidiary Transaction Documents. EACH SELLER RELEASING PARTY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE SELLER RELEASEES, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO. Without limitation of the Company (foregoing, the Seller, on behalf of themselves and their respective Seller Releasing Parties hereby waive the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. Section 1542 of the California Civil Code provides: “A general release does not extend to claims which shall also be considered the creditor or releasing party does not know or suspect to be Claims). 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.” The undersigned representsSeller agrees not to, warrants and covenants that no Claim released herein has been assignedagrees to cause the Seller’s subsidiaries not to, expresslywhether in his, impliedlyhers or its own capacity, as successor, by operation reason of law assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Proceeding against any Seller Releasee with respect to a Seller Released Claim and waives any rights the Seller may have under any Law which provides that all Claims released hereby are owned solely by a general release does not extend to claims which any Seller Releasing Party does not know or suspect to exist in its favor at the undersignedtime of executing the release, which has if known by it may have materially affected his or its settlement thereof. The Seller (individually and on behalf of the sole authority Seller Releasing Parties) hereby acknowledges and agrees that if a Seller Releasing Party should hereafter make any claim or demand or commence or threaten to release themcommence any Proceeding against any Seller Releasee with respect to any Seller Released Claim, this Section ‎7.9 may be raised as a complete bar to any such Proceeding, and the applicable Seller Releasee may recover from such Seller Releasing Party all damages incurred in connection with such Proceeding, including attorneys’ fees.

Releases. Upon the Closing, the The undersigned hereby fully, finally and irrevocably releases and forever discharges the CompanyCFB, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, First Deposit and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiariessubsidiaries, partners, Affiliatesaffiliates, controlling persons and insurers in their capacities as suchinsurers, and their respective its successors and assigns, and each of them (hereinafter, individually and collectively, the “"Releasees”") of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrencesoccurrences known or unknown, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions transaction contemplated by the Merger Agreement, except for (i) compensation for services that have accrued but not yet been paid in the Disclosed Claims ordinary course of business consistent with past practice or other contract rights relating to severance and employment, (ii) contract rights, under loan commitments and agreements between the undersigned and First Deposit or its subsidiaries, specifically limited to possible future advances in accordance with the terms of such commitments or agreements, and (iii) certificates of deposits, consistent with and subject to the terms and conditions of the Merger Agreement (individually, a "Claim" and collectively, the “"Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims"). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedlyimpliedly , by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon Effective as of the Closing, Seller, for itself and each of its Affiliates (other than the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, Purchased Entities) and their respective successors and assignsassigns (each a “Seller Releasor”), hereby (a) irrevocably, knowingly and each of them (hereinaftervoluntarily releases, individually discharges and collectively, the “Releasees”) of forever waives and from any and relinquishes all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costsliabilities, expensesdefenses, affirmative defenses, setoffs, counterclaims, actions or and causes of action of every whatever kind or nature, character whether known or descriptionunknown, which any Seller Releasor has, may have, or might have or may assert now accrued or which may hereafter accruein the future, without limitation against the Purchased Entities and whether or not in lawtheir respective successors, equity or otherwiseassigns, officers, directors, managers and employees (each a “Purchaser Releasee”) arising out of, based in whole upon or in part on resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown factsunknown, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, and which have or allegedly have existed, occurred, happened, arisen existed or transpired from the beginning of time was taken or permitted at or prior to the date of Closing; provided, however, that nothing contained in this Section 5.20 shall release, discharge, waive, relinquish or otherwise affect the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property rights or obligations of any nature whatsoever createdPerson arising out of, developed, registered, licensed based upon or used by resulting from this Agreement or for the undersigned or the Company, the Company Bank any Ancillary Agreement or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned representsdocuments, warrants and covenants that no Claim released herein has been assignedagreements, expressly, impliedly, by operation of law or otherwiseContracts related thereto, and (b) agrees that all Claims released hereby are owned solely neither it nor any other Seller Releasor will seek, nor will it or any other Seller Releasor be entitled to, reimbursement or contribution from, subrogation to, or indemnification by the undersignedany Purchased Entity under its Organizational Documents, which has the sole authority this Agreement, applicable Laws or otherwise in respect of any amount paid to release themany Purchaser Indemnitee under Section 5.07 or Article IX.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the CompanySeller, NorthStar Bank, Buyer, Buyer Bank, the Company Seacoast National Bank and all other Subsidiaries of the Company Seller entities and BuyerBuyer entities, and their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the CompanySeller, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the CompanySeller, the Company NorthStar Bank or any other Subsidiary of the Company Seller entity (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon The Parties agree that there shall be usual and customary releases pursuant to the ClosingCBCA Plan in connection with the implementation of the Transaction to be effective as of the Effective Date (collectively, the undersigned hereby fully"Releases"). The Releases shall provide, finally and irrevocably releases and forever discharges inter alia, that the Company, Buyer, Buyer Bankthe Existing Shareholders, the Company Bank Consenting Noteholders, the Senior Unsecured Notes Trustee, the Existing Lenders, the Agent and all other Subsidiaries each of the Company foregoing persons' respective principals, members, managed accounts or funds, fund advisors, current and Buyer, former directors and their respective directors, officers, employees, financial and other advisors, legal counsel and agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers all of the foregoing each in their capacities capacity as such, and their respective successors and assigns, and each of them such (hereinafter, individually and collectively, the “Releasees”"Released Parties") of shall be released and discharged from any and all liabilitiespresent and future actions, lossescauses of action, claimsdamages, demandsjudgments, debtsexecutions, accountsobligations and claims of any kind or nature whatsoever (other than liabilities or claims attributable to any of Released Party's gross negligence, covenantsfraud or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) arising on or prior to the Effective Date in connection with the Senior Unsecured Notes, the Senior Unsecured Note Indenture, the Existing Shares, this Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings, the transactions contemplated herein and any other actions, agreements, obligationsdocuments or matters related directly or indirectly to the foregoing; provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, coststhis Agreement, expensesthe CBCA Plan, actions as applicable, any document ancillary to any of the foregoing or from any and all present and future actions, causes of action action, damages, judgments, executions, obligations and claims of every nature, character any kind or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole nature whatsoever arising or in part existence on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date Effective Date and relating to any such Party other than in respect of the closing of the transactions contemplated by the Merger Agreementtheir respective roles as Existing Shareholders, except for the Disclosed Claims (collectivelyConsenting Noteholders, the “Claims”). The undersigned Senior Unsecured Notes Trustee, Existing Lenders or Agent, provided further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in that nothing herein shall release any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary claims of the Company (which shall also be considered to be Claims). The undersigned representsas asserted in Court File Number 1801-07588, warrants and covenants that no Claim released herein has been assignedin the Court of Queen's Bench of Alberta, expressly, impliedly, by operation Judicial Centre of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themCalgary.

Releases. Upon (a) Effective as of the ClosingClosing Date, except for (x) any rights or obligations under this Agreement, the undersigned hereby fully, finally and irrevocably releases and forever discharges other Transaction Documents or the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries Contracts set forth in Schedule 4.21 of the Company Disclosure Schedules or (y) any Claims arising under any employment or consulting agreement or arrangement, each of Buyer and Buyerthe Company on behalf of itself and each of its Affiliates and each of its current, former and their respective future officers, directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliatesmembers, controlling persons advisors, successors and insurers assigns (collectively, the “Releasing Parties”), in their capacities as such, hereby knowingly, voluntarily, expressly and irrevocably waives, releases, discharges and acquits forever, without the need for any further action, the Shareholders, their respective Affiliates and each of their present, former, and future owners, shareholders, members, partners, officers, directors, employees, agents, insurers, advisers, successors and assigns, and each of them in their capacities as such (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of and from any and all liabilitiesactions, lossescauses of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), claims, demands, debtsliabilities, accountsdamages, covenantscharges, agreementscontroversies, obligations, costs, expenses, actions or causes of action expenses and obligations of every nature, character or descriptionkind arising, now accrued or which may hereafter accruerelated to acts or omissions occurring arising at Law, without limitation and in equity, in contract, in tort or otherwise whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conduct, activities, transactions, events suspected or occurrencesunsuspected, matured or unmaturedcontingent, contingent existing or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims hereafter discovered (collectively, the “Claims”), which the Releasing Parties may have against any of the Released Parties, now or in the future, in respect of any cause, matter or thing relating to the business or operations of the Acquired Companies, the Transactions or the ownership of Common Shares or Preferred Shares by the Released Parties, in each case, occurring or arising prior to the Closing. The undersigned further irrevocably releases, discharges, Each of Buyer and transfers to Buyer, as successor to the Company, respectivelyon behalf of itself and each Releasing Party, all claims, actions covenants and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants agrees that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by Releasing Party shall assert any such claim against the undersigned, which has the sole authority to release themReleased Parties.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries (a) In consideration of the Company benefits that will accrue to each of the Parties as set forth in this Agreement and Buyerfor other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, each Party does hereby, on behalf of itself and their respective directorsits parents, subsidiaries, affiliates, joint ventures, shareholders, members, investors, officers, managers, directors and employees, agentsand the successors, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons assigns and insurers in their capacities as such, and their respective successors and assigns, and heirs of each of them (hereinafter, individually and collectively, the such Party’s “ReleaseesRelated Persons”) of and from any and all liabilities), losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date RELEASE AND FOREVER DISCHARGE each of the closing other Parties and each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims other Parties’ Related Persons (collectively, the “Released Persons”) from all causes of action, suits, debts, claims and demands whatsoever, whether at law, in equity or otherwise, known or unknown, suspected or unsuspected, contingent or direct (collectively, “Claims”). The undersigned further irrevocably releases, dischargeswhich such Party or any of such Party’s Related Persons ever had, now has, or hereafter may have against any of the Released Persons on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Effective Date, including, but not limited to, any and all rights to indemnification or reimbursement from any of the Released Persons, and transfers whether or not relating to BuyerClaims pending on, as successor or asserted after, the Effective Date; provided, however, that nothing contained herein shall operate to release, and shall not constitute Claims hereunder, (i) any Party or any Party’s Related Persons from its obligations under this Agreement or the Assignment Agreement, and (ii) any Party or any Party’s Related Persons for (A) acts of fraud that relate to the Company, respectively, all claims, actions and interests conduct of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed business or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary operations of the Company or any subsidiary thereof (which shall also be considered to be Claimsbut not including any claim of lender liability), or (B) any act that constitutes a felony under applicable law and that involves acts of dishonesty or moral turpitude, including without limitation, embezzlement, conversion, misappropriation of funds or material property, or the offer, payment, solicitation or acceptance of any unlawful bribe or kickback. The undersigned representsrelease contained in this Section 8(a) is effective without regard to the legal nature of the Claims raised and without regard to whether any such Claims are based upon tort, warrants and covenants that no Claim released herein has been assignedequity, expressly, impliedly, by operation implied or express contract or discrimination of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themany sort.

Releases. Upon In consideration of the Closingcovenants, agreements and undertakings of the undersigned Parties under this Amendment, each Party, on behalf of itself and its respective present and former parents, subsidiaries, Affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby fullyreleases, finally and irrevocably releases waives and forever discharges the Companyother Party and its respective present and former direct and indirect, Buyerparents, Buyer Banksubsidiaries, the Company Bank and all other Subsidiaries of the Company and BuyerAffiliates, and their respective directorsemployees, officers, employeesdirectors, shareholders, members, agents, attorneysRepresentatives, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective permitted successors and assigns, and each of them permitted assigns (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilitiesactions, causes of action, suits, losses, claimsliabilities, demandsrights, debts, dues, sums of money, accounts, covenants, agreementsreckonings, obligations, costs, expenses, actions or causes of action liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every naturekind and nature whatsoever, character or description, whether now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conduct, activities, transactions, events foreseen or occurrencesunforeseen, matured or unmatured, contingent suspected or otherwiseunsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or allegedly have existedby reason of any matter, occurredcause, happened, arisen or transpired thing whatsoever from the beginning of time through the Amendment Effective Date arising out of or relating to the date of the closing of the transactions contemplated by the Merger Collaboration Agreement, including any breach thereof, except for the Disclosed any Claims relating to rights and obligations preserved by (collectivelyincluding terms surviving pursuant to Section 2.1 above), the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used created by or for the undersigned or the Company, the Company Bank or any other Subsidiary otherwise arising out of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themthis Amendment.

Releases. Upon (a) Except as otherwise provided in this Agreement, effective as of the Closing, the undersigned hereby fullySeller, finally on behalf of itself and irrevocably releases its Subsidiaries and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and BuyerAffiliates, and on behalf of all of their respective directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”) of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims assigns (collectively, the “Seller Releasors”), hereby irrevocably release and forever discharges Holdings, Newco, Buyer and their respective Affiliates and Subsidiaries, the Company and its Subsidiaries, and each of the Company’s and its Subsidiaries’ respective directors (in such directors’ capacity as directors, officers, employees, or agents of, or any other positions held or services rendered on behalf of, the Company or its Subsidiaries) (collectively, “Company Releasees”) from any and all claims, actions, causes of actions, liens, counterclaims, liabilities, suits, debts, offsets, setoffs, losses, demands, rights, obligations, damages, costs, attorneys’ fees, interest, expenses and compensation, including claims of negligence, conversion, malfeasance, breach of contract, breach of fiduciary duty and claims for equitable relief but excluding claims to the extent related to the Fraud of willful misconduct of the applicable party (collectively, “Claims”). The undersigned further irrevocably releases, dischargeswhether known or unknown, and transfers to Buyerthat Seller Releasors have had in the past, as successor or have now or may have in the future against the Company Releases arising from the ownership of the Company Common Stock prior to the CompanyClosing, respectivelyor, all claims, actions and interests with respect to directors of the undersigned in Company or its Subsidiaries, their respective service to the Company or its Subsidiaries as directors, officers, employees, or agents of, or any Intellectual Property of any nature whatsoever created, developed, registered, licensed other positions held or used by or for the undersigned or the Companyservices rendered on behalf of, the Company Bank or any other Subsidiary of its Subsidiaries. Notwithstanding the Company (which foregoing, this release shall also not be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority construed to release themany claims against any Company Releasee, if any, based on this Agreement, the Amended and Restated Newco Operating Agreement, the Confidentiality Agreement or in connection with the transactions contemplated hereby.

Releases. Upon the Closing, the undersigned hereby fully, finally By its execution hereof and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries in consideration of the Company mutual covenants contained herein and Buyerother accommodations granted to the Credit Parties hereunder, and their respective directorseach Credit Party, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, on behalf of itself and each of them its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (hereinafterincluding cross-claims, individually counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “ReleaseesClaims”) any of and from them may, as a result of actions or inactions occurring on or prior to the Forbearance Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes defenses that may arise out of action any of every the foregoing) of any nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwisekind whatsoever, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedwhether actual, contingent or otherwise, which have now known, unknown, or allegedly have existedsubsequently discovered, occurredwhether arising in law, happenedat equity or otherwise, arisen against the Administrative Agent or transpired from any Forbearing Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the beginning of time to the date meaning of the closing United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims foregoing (collectively, the “Released Parties”) arising out of, or relating to, this Agreement, the Credit Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 21 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims”). In entering into this Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to provisions of this Section 21 shall survive the Company, respectively, all claims, actions and interests termination or expiration of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for Forbearance Period and the undersigned or the Company, the Company Bank or any other Subsidiary termination of the Company (which shall also be considered to be Claims). The undersigned represents, warrants Credit Documents and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation the payment in full in cash of law all Obligations of the Credit Parties under or otherwise, in respect of the Credit Agreement and that other Credit Documents and all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themother amounts owing thereunder.

Releases. Upon (a) Except as provided in paragraph 2(b) hereof, each Party (the Closing"Releasing Party"), the undersigned hereby fully, finally on behalf of itself and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank any and all of its predecessors and successors in interest to the Existing PPA and the mutual rights and obligations thereunder or contemplated therein, HEREBY RELEASES AND FOREVER DISCHARGES AND COVENANTS NOT TO XXX the other Subsidiaries of Party (the Company and Buyer"Released Party"), and their any and all of it respective present, former and future directors, managers, officers, trustees, representatives, employees, attorneys, advisors, agents, attorneys, representatives, Subsidiariesstockholders, partners, Affiliatesmembers, controlling persons and insurers in their capacities as suchaffiliates, and their respective predecessors, legal representatives, successors and assignsassigns (a) from or with respect to any and all Claims (as hereinafter defined) that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with the execution, performance or nonperformance or assignment of the Existing PPA and each the sale of them electricity and capacity from the Facility (hereinafter, individually in the case of NJEA) and collectively, the “Releasees”(b) of and from any and all liabilitiesClaims based on tort, lossescontract or any other theories that the Releasing Party ever had, now has or hereafter can, shall or may have arising out of or in connection with any business or activities of the Released Party, including activities associated with the Facility (in the case of NJEA) or relating to the Existing PPA and the sale and purchase of electricity and capacity from the Facility. For purposes of this Release, "Claims" shall mean all demands, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature(whether at law or equity, character known or descriptionunknown) assessments, now accrued or which may hereafter accruelosses, damages (including, without limitation limitation, diminution in value), liabilities, costs and whether or not in lawexpenses (including, equity or otherwisewithout limitation, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time interest penalties and attorneys' fees and disbursements). (b) Up to the date Effective Time, NJEA shall have the right to perform pursuant to the Existing PPA and JCP&L shall have the obligation to timely pay NJEA for such performance in accordance with the terms of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”)Existing PPA and this Release shall not release JCP&L from such obligation. The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them3.

Releases. Upon As of the Closing, the undersigned Gemtron and its Affiliates hereby fully, finally release and irrevocably releases discharge TST and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries each of the Company and Buyer, and their respective its directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, Affiliates and their respective successors and assigns, and each of them (hereinafterTST hereby releases and discharges Gemtron, individually its Affiliates and collectivelytheir successors and assigns, the “Releasees”) of and from any and all liabilitiesclaims, losses, claimscontentions, demands, causes of action at law or in equity, debts, accounts, covenantsLiens, agreements, notes, obligations, costs, expenses, actions or causes Liabilities of action of every any nature, character or descriptiondescription whatsoever, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmaturedunknown, contingent or otherwisematured, which Gemtron, TST, or their respective Affiliates, or any of them, may now or hereafter have against the other by reason of any matter, event, thing or allegedly have existedstate of facts occurring, occurredarising, happeneddone, arisen omitted or transpired suffered to be done from the beginning of time the world to the date Closing Date; provided, however, that this release is not intended to, and shall not release Gemtron, TST or their respective Affiliates, from (a) any claims arising under this Agreement, or under any other agreements executed and delivered by the parties as contemplated in this Agreement or in such other agreements, and the payment and performance by them of all of their respective obligations under this Agreement and under such other agreements, or (b) any Liability constituting accounts payable or accounts receivable arising in the ordinary course in each case to the extent set forth upon the Closing Statement; and further provided, however, Gemtron and its Affiliates do not release those directors, officers and employees of TST who were directors, officers or employees of TST as of the closing Closing to the extent (and only to the extent) any such person (x) contributed to any inaccuracy in or breach of the transactions contemplated by the Merger any representation or warranty giving rise to any Claims pursuant to this Agreement, except for including by making any untrue statement of a material fact or failing to state a material fact necessary in order to make the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, dischargesstatements contained herein not misleading, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisey) is not entitled to, and that all Claims released hereby are owned solely by the undersigneddoes not receive, which has the sole authority to release themindemnification from TST for such actions.

Releases. Upon the ClosingEach Stockholder, for itself and its heirs, personal representatives, successors and assigns (collectively, the undersigned “Releasors”), hereby fully, finally forever fully and irrevocably releases and forever discharges the Company, Buyer, Buyer BankParent, the Company Bank and all other Subsidiaries of the Company and Buyer, Companies and their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders, members (direct and indirect), managers, directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them representatives (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of and from any and all liabilities, lossesactions suits, claims, demands, debts, accountspromises, covenantsjudgments, agreements, obligations, costs, expenses, actions liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, character or descriptionotherwise (including claims for damages, now accrued costs, expense, and attorney’s, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Releasors can, shall or may hereafter accruehave against the Released Parties, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Released Claims”). The undersigned further irrevocably releases, discharges, and transfers hereby irrevocably agree to Buyerrefrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind before any Governmental Body or other tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 5.11, “Released Claims” does not include, and the provisions of this Section 5.11 shall not release or otherwise diminish, the obligations of Parent or the Company expressly set forth in any provisions of this Agreement or the agreements entered into as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themClosing as contemplated hereby.

Releases. Upon (a) As of the Closing, each of the undersigned Seller Parties, on behalf of themselves and their Affiliates, Representatives and equity holders, hereby fully, finally forever fully and irrevocably releases and forever discharges the Company, Buyer, Buyer BankParties, the Company Bank and all other Subsidiaries of the Company and BuyerAcquired Entities, and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them representatives (hereinafter, individually and collectively, the “ReleaseesBuyer Released Parties”) of and ), from any and all liabilitiesClaims of any kind and nature whatsoever in law or equity, losses, claims, demands, debts, accounts, covenants, agreements, obligationsor otherwise (including claims for damages, costs, expenses, actions and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or causes related to (i) Independence’s direct or indirect ownership of action of every natureequity in any Acquired Entity, character or description(ii) Independence’s or its Affiliates or Representatives position as an employee, now accrued officer, manager, member, partner, agent or representative in any Acquired Entity, which Independence can, shall or may hereafter accruehave against the Buyer Released Parties, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Buyer Released Claims”). The undersigned further irrevocably releases, discharges, and transfers hereby irrevocably agrees to Buyerrefrain from asserting any Proceeding of any kind before any Governmental Body against any Buyer Released Party based upon any Buyer Released Claim. Notwithstanding the preceding sentence of this Section 5.13(a), as successor to “Buyer Released Claims” does not include, and the Companyprovisions of this Section 5.13(a) shall not release or otherwise diminish, respectively(i) the obligations of Buyer Parties or the Acquired Entities expressly set forth in any provisions of this Agreement or other Transaction Documents, all claims, actions and interests (ii) the obligations of the undersigned Acquired Entities to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents in any Intellectual Property accordance with this Agreement, or (iii) the obligations of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or insurer under any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release theminsurance policy.

Releases. Upon (a) The Company acknowledges and agrees that it has requested the ClosingHolder to enter into this Agreement to facilitate the equity financing of the Company by a third party and that Holder has entered into this Agreement as an accommodation to the Company. The Company is not aware of any claims, defenses or offsets that excuse its performance under the Securities Purchase Agreement, the undersigned Registration Rights Agreement, the Original Warrant or any other agreements entered into in connection therewith (the "Convertible Documents") and to the extent that any such claims, defenses or offsets exist it hereby fullyirrevocably and unconditionally waives them to the fullest extent permitted by the law. In furtherance thereof and as a condition of Holder's entering into this Agreement and except for the performance by the Holder of the provisions of this Agreement and further except for the representations and warranties of the Holder contained herein (which representations, finally warranties and irrevocably releases indemnities shall survive the consummation of this Agreement and forever discharges as to which the parties shall continue to be liable), the Company, Buyer, Buyer Bank, the Company Bank for itself and on behalf of all other Subsidiaries of the Company direct and Buyer, and their respective directorsindirect partners, officers, directors, employees, affiliates (both persons and entities), representatives, agents, attorneysservants, representativestrustees, Subsidiariesbeneficiaries, partnerspredecessors in interest, Affiliatessuccessors in interest, controlling persons assigns, nominees and insurers in their capacities as such, and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Releasees”"Company Releasing Parties"), shall be deemed to have released and forever discharged the Holder, and all direct and indirect partners, officers, directors, employees, affiliates (both persons and entities), agents, representatives (including investment advisors and managers) servants, trustees, beneficiaries, predecessors in interest, successors in interest, assigns, nominees and insurers of each such party, of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or and causes of action of every natureaction, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on any known or unknown factsunknown, conductfixed or contingent, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims (collectively, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in that any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever arising under or in any way related to (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisei) the Convertible Documents, and that all Claims released hereby are owned solely by (ii) any act which may constitute a defense or offset to its performance of the undersigned, which has the sole authority to release themConvertible Documents.

Releases. Upon Each of the ClosingBorrower and the other Loan Parties, and with respect to the releases, termination statements, assignments and other instruments and filings requested of the Existing Term Administrative Agent from time to time pursuant to this Agreement, the undersigned Lenders and other agents, hereby fully, finally unconditionally and irrevocably releases and forever discharges waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may now have or claim to have, or at any time prior to the Companydate hereof had or claim to have had, Buyeragainst Royal Bank in its capacity as Existing Administrative Agent or its affiliates, Buyer Bankor any officers, the Company Bank and all other Subsidiaries of the Company and Buyermembers, and their respective directors, officers, employees, partners, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons advisors and insurers in their capacities as such, and their respective successors and assigns, and other representatives of each of them the foregoing (hereinafter, individually and as related solely to Royal Bank acting in its capacity as Existing Administrative Agent) (collectively, the “ReleaseesReleased Parties”) to the extent arising out of and from any and all liabilities, losses, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not in law, equity or otherwise, based in whole or in part on connection with the Existing Credit Agreement and the other Loan Documents (other than with respect to any known gross negligence or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning willful misconduct of time to the date of the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims such Released Parties (collectively, the “Claims”). The undersigned further irrevocably Each of the Borrower and the Loan Parties, and with respect to the releases, dischargestermination statements, assignments and transfers other instruments and filings requested of the Existing Term Administrative Agent from time to Buyertime pursuant to this Agreement, as successor the Lenders and other agents, further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims. Each of the Released Parties shall be a third party beneficiary of this Section 5. Notwithstanding anything to the Companycontrary herein, respectively, all claims, actions and interests of this Section 5 shall not apply to the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themReleased Parties continuing obligations under this Agreement.

Releases. Upon Effective as of the Closing, each Questica Holder, on behalf of himself and his Affiliates, successors and assigns (collectively, the undersigned “Releasing Parties”), hereby fullygenerally releases, finally and irrevocably releases remises and forever discharges the Company, Buyer, Buyer Bank, GTY Parties and the Company Bank Companies and all other Subsidiaries each of the Company their successors and Buyerpermitted assigns, and their respective directors, the current and former officers, employees, agentsdirectors, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as suchshareholders, and their respective successors and assigns, and each of them representatives thereof (hereinafter, individually and collectively, the “ReleaseesReleased Parties”) of from and from against any and all liabilities, losses, claims, demands, debtsLiens, accountsactions, covenantslitigation, agreementsContracts, suits, causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, actions damages, orders, requirements of applicable Law, Losses and liabilities of whatever kind or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation and whether or not nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter can, shall or may exist, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrences, matured omissions occurring from any time on or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time prior to the date execution and delivery of this Agreement arising out of, caused by or as a result of any rights any Releasing Party may have against the closing of the transactions contemplated by the Merger Agreement, except for the Disclosed Claims Released Parties (collectively, the “Released Claims”); provided, however, that the foregoing release shall not apply to any rights any Questica Holder may have under this Agreement or any Ancillary Agreement. The undersigned further irrevocably releasesEach Questica Holder hereby represents and warrants to the GTY Parties that he or it has not voluntarily or involuntarily assigned, dischargespledged, encumbered or in any manner transferred or conveyed all or any portion of the Released Claims and that no Person other than such party has any interest in any Released Claims by applicable Law or Contract or by virtue of any action or inaction by such party. Each Questica Holder, for itself and the other Releasing Parties, hereby covenants and agrees not to sxx any of the Released Parties with regard to any of the Released Claims. Notwithstanding the above-referenced provision, and transfers to Buyerfor the purpose of implementing a full and complete release and discharge of the Released Parties, as successor each Questica Holder expressly acknowledges and agrees that this Agreement and this provision is in full accord, satisfaction, and discharge of any and all of such Released Claims and that this Agreement and this provision has been executed with the express intention of effectuating a complete extinguishment of all known and unknown claims. Each Questica Holder stipulates and agrees that such Questica Holder hereby expressly waives and relinquishes to the Companyfullest extent permitted by applicable Law any and all provisions, respectivelyrights and benefits conferred by applicable Law of any state or territory of the United States, all or principle of common law, relating to the preservation of unknown claims, actions including Cal. Civ. Code § 1542 (and interests all other applicable Law, rules and regulations which are similar, comparable, or equivalent to said code section), which 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. Each Questica Holder hereby acknowledges that the inclusion of “unknown claims” in the Released Claims set forth above was separately bargained for and was a key element of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwisetransactions contemplated by, and that all Claims released hereby are owned solely by the undersignedcovenants and agreements set forth in, which has the sole authority to release themthis Agreement.

Releases. Upon (a) Effective as of the Closing, Buyer, on its own behalf and on behalf of its past, present or future directors, officers, managers, employees, Affiliates (including the undersigned Group Companies), members, partners, equityholders, agents, attorneys, advisors, representatives, successors and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code or similar Law (each, a “Buyer Releasing Party”; provided, that unrelated portfolio company Affiliates of Sponsor shall not be deemed to be “Buyer Releasing Parties” for any purpose hereunder), hereby fullyabsolutely, finally unconditionally and irrevocably releases and forever discharges the CompanySeller and its past, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries of the Company and Buyer, and their respective present or future directors, officers, managers, employees, Affiliates, members, partners, equityholders, agents, attorneys, advisors, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them assigns (hereinafter, individually and collectively, the “ReleaseesSeller Released Parties”) from the following (collectively, the “Buyer Released Claims”): all claims, actions, causes of and from any and all action, suits, debts, liabilities, lossesobligations (including contractual obligations), claims, demands, debtssums of money, accounts, covenants, Contracts, controversies, promises, damages, judgments, executions, claims and demands arising out of, relating to or in any way connected with Seller, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect, or nominally or beneficially possessed or claimed by a Buyer Releasing Party, whether the same be in administrative proceedings, in arbitration or admiralty, at law, in equity or mixed, which such Buyer Releasing Party ever had, now has or hereafter can, shall or may have against any of the Seller Released Parties in respect of any and all agreements, obligationsliabilities or obligations entered into or incurred on or prior to the Closing Date, costsor in respect of any event occurring or circumstances existing on or prior to the Closing Date, expenses, actions whether or causes of action of every nature, character not relating to claims or description, now accrued circumstances existing on or which may hereafter accrue, without limitation prior to the Closing Date and whether or not in lawrelating to claims pending on, equity or otherwiseasserted after, based in whole the Closing Date; provided, however, that Buyer Released Claims shall not include any rights and claims arising under or in part on any known out of this Agreement or unknown facts, conduct, activities, transactions, events or occurrences, matured or unmatured, contingent or otherwise, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the date of the closing of the transactions contemplated by the Merger Agreementhereby, except for the Disclosed Claims any Ancillary Document or any Affiliate Transactions set forth on Schedule 3.18 that are not also set forth on Schedule 6.15 (collectively, the “ClaimsSurviving Affiliate Transactions”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (which shall also be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release them.

Releases. Upon the Closing, the undersigned hereby fully, finally and irrevocably releases and forever discharges the Company, Buyer, Buyer Bank, the Company Bank and all other Subsidiaries (a) As of the Company Closing Date, each REIT Owner and Buyerthe Rockpoint Class B Preferred Holder, in each case, individually and on behalf of their respective directorssuccessors, officersassigns, employeesAffiliates, agents, attorneys, representatives, Subsidiaries, partners, Affiliates, controlling persons and insurers in their capacities as such, and their respective successors and assigns, and each of them Representatives (hereinafter, individually and collectively, the “Rockpoint Releasors”), hereby irrevocably and unconditionally releases, acquits and forever discharges and covenants not to sue VRLP, the General Partner, the Partnership and its or their respective Affiliates and their respective successors, assigns, Affiliates, agents, and Representatives (collectively, the “Veris Releasees”) of and ), from any and all liabilitiesclaims, losses, claimsLosses (as defined below), demands, debts, accountsobligations, covenants, agreements, obligationsLiabilities, costs, expenses, actions or suits, attorney fees, rights of action, causes of action or judgments or indemnification of every natureany kind or character whatsoever, character at law or descriptionequity, now accrued whether known, unknown, suspected or which may hereafter accrueunsuspected, without limitation for, upon, or by reason of any matter, cause, or thing whatsoever related or attributable to the period, or arising during the period, from the beginning of time through and whether including the Closing (the “Released Claims”), including those Released Claims that are foreseeable or not in law, equity or otherwise, based in whole or in part on any known or unknown facts, conduct, activities, transactions, events or occurrencesunforeseeable, matured or unmatured, known or unknown, asserted or unasserted, direct or indirect, disclosed or undisclosed, contingent or otherwiseabsolute, which have including, but not limited to, any claim for severance, benefits or allegedly have existedother payments; provided, occurredhowever, happened(i) this release does not apply to (a) VRLP’s or the General Partner’s performance of its obligations under the terms of this Agreement and Closing Documents, arisen (b) with respect to any Surviving Obligations (as defined below) or transpired from (c) any indemnification obligations of the beginning Veris Releasees in favor of time Rockpoint Releasors who are current or former directors, officers or trustees of the General Partner, the Partnership or any of their respective Subsidiaries (including the RP Trustees (as defined in the Partnership Agreement)) whether pursuant to the date Organizational Documents of such entities or otherwise and (ii) the Veris Releasees shall not be released from claims, losses or other Liabilities arising out of or in connection with third party claims made against the Rockpoint Releasors. The releases contained in this Section 4.1(a) are for the benefit of the closing Veris Releasees and shall be enforceable by any of them directly against such Rockpoint Releasor. Each of the transactions contemplated by Veris Releasees shall be an intended third-party beneficiary of this paragraph and is entitled to directly enforce the Merger Agreement, except for the Disclosed Claims (collectivelyreleases contained herein. Notwithstanding any other provision of this release, the “Claims”). The undersigned further irrevocably releases, discharges, and transfers to Buyer, as successor to the Company, respectively, all claims, actions and interests of the undersigned in Released Claims shall not include any Intellectual Property of any nature whatsoever created, developed, registered, licensed or used by or for the undersigned or the Company, the Company Bank or any other Subsidiary of the Company (claim which shall also legally may not be considered to be Claims). The undersigned represents, warrants and covenants that no Claim released herein has been assigned, expressly, impliedly, by operation of law or otherwise, and that all Claims released hereby are owned solely by the undersigned, which has the sole authority to release themwaived.